Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity Registrant Name | BLUESCAPE OPPORTUNITIES ACQUISITION CORP. | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity File Number | 001-39666 | ||
Entity Tax Identification Number | 98-1547348 | ||
Entity Address, Address Line One | 300 Crescent Court | ||
Entity Address, Address Line Two | Suite 1860 | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75201 | ||
City Area Code | 469 | ||
Local Phone Number | 398-2200 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 602,032,500 | ||
Entity Central Index Key | 0001818089 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Portland, ME | ||
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | |||
Document and Entity Information | |||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | ||
Trading Symbol | BOAC.U | ||
Security Exchange Name | NYSE | ||
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |||
Document and Entity Information | |||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Trading Symbol | BOAC WS | ||
Security Exchange Name | NYSE | ||
Class A ordinary shares | |||
Document and Entity Information | |||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | ||
Trading Symbol | BOAC | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 7,399,446 | ||
Class B ordinary shares | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 15,187,500 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 553,115 | $ 1,475,194 |
Prepaid expenses | 204,647 | 203,664 |
Total current assets | 757,762 | 1,678,858 |
Cash and investments held in Trust Account | 74,408,965 | 607,783,639 |
Total Assets | 75,166,727 | 609,462,497 |
Current liabilities: | ||
Accounts payable and accrued expenses | 406,212 | 369,953 |
Total current liabilities | 406,212 | 369,953 |
Deferred underwriting commissions | 21,262,500 | 21,262,500 |
Warrant liabilities | 7,124,000 | 37,542,500 |
Total liabilities | 28,792,712 | 59,174,953 |
Commitments and Contingencies | ||
Shareholders' Deficit: | ||
Preferred shares, $0.0001 par value 5,000,000 shares authorized none issued and outstanding | ||
Accumulated deficit | (28,036,469) | (57,497,614) |
Total shareholders' deficit | (28,034,950) | (57,496,095) |
Total Liabilities and Shareholders' Deficit | 75,166,727 | 609,462,497 |
Class A ordinary shares subject to possible redemption | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 7,399,446 and 60,750,000 shares at redemption value as of December 31, 2022 and 2021, respectively | 74,408,965 | 607,783,639 |
Class A ordinary shares not subject to possible redemption | ||
Shareholders' Deficit: | ||
Ordinary shares | 0 | 0 |
Class B Ordinary Shares | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 1,519 | $ 1,519 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 23, 2020 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 | |
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | |
Preferred shares, shares issued | 0 | 0 | |
Preferred shares, shares outstanding | 0 | 0 | |
Class A ordinary shares | |||
Common shares, par value | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 500,000,000 | 500,000,000 | |
Class A ordinary shares subject to possible redemption | |||
Shares subject to possible redemption, Outstanding | 7,399,446 | 60,750,000 | |
Class A ordinary shares not subject to possible redemption | |||
Common shares, shares issued | 0 | 0 | |
Common shares, shares outstanding | 0 | 0 | |
Class B ordinary shares | |||
Common shares, par value | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 50,000,000 | 50,000,000 | |
Common shares, shares issued | 15,187,500 | 15,187,500 | 16,531,250 |
Common shares, shares outstanding | 15,187,500 | 15,187,500 | 15,187,500 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based compensation expense - Directors | $ 88,407 | $ 106,088 |
General and administrative expenses | 957,355 | 853,362 |
Loss from operations | (1,045,762) | (959,450) |
Other income: | ||
Gain, dividends and interest on investments held in Trust Account | 3,119,477 | 181,119 |
Change in fair value of warrant liabilities | 30,418,500 | 51,507,500 |
Total other income | 33,537,977 | 51,688,619 |
Net income | $ 32,492,215 | $ 50,729,169 |
Class A ordinary shares | ||
Other income: | ||
Weighted average shares outstanding, basic | 45,987,244 | 60,750,000 |
Weighted average shares outstanding, Diluted | 45,987,244 | 60,750,000 |
Net income per, Basic | $ 0.53 | $ 0.67 |
Net income per, Diluted | $ 0.53 | $ 0.67 |
Class B ordinary shares | ||
Other income: | ||
Net income | $ 32,492,215 | $ 50,729,169 |
Weighted average shares outstanding, basic | 15,187,500 | 15,187,500 |
Weighted average shares outstanding, Diluted | 15,187,500 | 15,187,500 |
Net income per, Basic | $ 0.53 | $ 0.67 |
Net income per, Diluted | $ 0.53 | $ 0.67 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares Class B ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Class B ordinary shares | Total |
Balance at the beginning at Dec. 31, 2020 | $ 1,519 | $ (108,151,752) | $ (108,150,233) | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 15,187,500 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation - Directors | $ 106,088 | 106,088 | |||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption | (106,088) | (75,031) | (181,119) | ||
Net income | 50,729,169 | $ 50,729,169 | 50,729,169 | ||
Balance at the end at Dec. 31, 2021 | $ 1,519 | (57,497,614) | (57,496,095) | ||
Balance at the end (in shares) at Dec. 31, 2021 | 15,187,500 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation - Directors | 88,407 | 88,407 | |||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption | $ (88,407) | (3,031,070) | (3,119,477) | ||
Net income | 32,492,215 | $ 32,492,215 | 32,492,215 | ||
Balance at the end at Dec. 31, 2022 | $ 1,519 | $ (28,036,469) | $ (28,034,950) | ||
Balance at the end (in shares) at Dec. 31, 2022 | 15,187,500 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 32,492,215 | $ 50,729,169 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Gain, dividends and interest on investments held in Trust Account | (3,119,477) | (181,119) |
Stock-based compensation - Directors | 88,407 | 106,088 |
Change in fair value of warrant liabilities | (30,418,500) | (51,507,500) |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 36,259 | (466,036) |
Prepaid expenses | (983) | 107,193 |
Net cash used in operating activities | (922,079) | (1,212,205) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account to redeeming shareholders | 536,494,151 | |
Net cash provided by investing activities | 536,494,151 | |
Cash Flows From Financing Activities: | ||
Redemption of Class A ordinary shares | (536,494,151) | |
Net cash (used in) financing activities | (536,494,151) | |
Net change in cash | (922,079) | (1,212,205) |
Cash - beginning of the period | 1,475,194 | 2,687,399 |
Cash - end of the period | 553,115 | 1,475,194 |
Supplemental disclosure of noncash investing and financing activities: | ||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption | $ 3,119,477 | $ 181,119 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations Organization and General Bluescape Opportunities Acquisition Corp. (the “ Company Business Combination Securities Act JOBS Act As of December 31, 2022 and 2021, the Company had not commenced any operations. During the years ended December 31, 2022 and 2021, our activity has been limited to the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments on cash and cash equivalents in the Trust Account (as defined below). On July 13, 2020, Bluescape Sponsor LLC (the “ Sponsor Founder Shares On September 22, 2022, the Company’s shareholders held a meeting and approved and adopted an amendment to its Amended and Restated Certificate of Incorporation to extend the period of time for which the Company is required to consummate a Business Combination from October 30, 2022 to October 30, 2023 (the “ Extension The registration statement for the Company’s Public Offering became effective on October 27, 2020. On October 30, 2020, the Company consummated the Initial Public Offering of 57,500,000 units (the “ Units Public Shares one-half of one Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 13,500,000 warrants (the “ Private Placement Warrants Zimmer Entity At December 31, 2022 and 2021, cash of $553,115 and $1,475,194, respectively, was held outside of the Trust Account (as defined below) for working capital purposes. Trust Account and Initial Business Combination Following the closing of the Initial Public Offering on October 30, 2020 and the subsequent partial exercise of the underwriters’ over-allotment exercise, an amount of $607,500,000 ($10.00 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 segregated trust account (the “ Trust Account Substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully and the Company must complete an initial Business Combination with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the initial Business Combination, (ii) the redemption (liquidation) of public shares if the Company has not consummated an initial Business Combination by October 30, 2023, subject to applicable law, or (iii) the redemption of public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of public shares if the Company does not complete the initial Business Combination by October 30, 2023 or (B) with respect to any other provision relating to the rights of holders of Class A ordinary shares. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek shareholder approval of the initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two two The decision as to whether the Company will seek shareholder approval of the initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NYSE rules. If the Company seeks shareholder approval, it will complete its initial Business Combination only if a majority of the outstanding shares of ordinary shares voted are voted in favor of the initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If a shareholder vote is not required by law or stock exchange requirements 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 Certificate of Incorporation (the “ Amended and Restated Certificate of Incorporation SEC If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act The Company will have until October 30, 2023 (the “ Combination Window ten The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window 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 Public Offering price of $10.00 per Unit. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a 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 entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Shares due to reductions in the value of the trust will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act Going Concern As of December 31, 2022, the Company had $553,115 in its operating bank account for working capital. The Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the initial Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a business combination by October 30, 2023, then the Company will cease all operations except for the purpose of liquidating. There is no assurance that a business combination target will be identified prior to October 30, 2023. The financial statements have been prepared assuming that the Company will continue as a going concern and the financial statements do not include any adjustments that might result from the outcome of this uncertainty. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 30, 2023. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. There were no cash equivalents as of December 31, 2022 and 2021. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In accordance with Accounting Standards Codification ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, the warrants do not meet the criteria for equity classification and must be recorded as liabilities. The Public Warrants and Private Placement Warrants are not indexed to the Company’s own stock and therefore are accounted for as liabilities and, as the warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820 , Fair Value Measurement The Company’s warrant agreements, dated as of October 27, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”), include settlement terms and provision related to certain tender offers following a business combination. In consideration of the guidance in Accounting Standards Codification 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, the Company has concluded that such provisions in the Warrant Agreement that relate to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statements of operations in the period of change. The Public Warrants and Private Placement Warrants are not indexed to the Company’s own stock and therefore are accounted for as liabilities and, as the warrants meet the definition of a derivative as contemplated in ASC 815 Fair Value Measurement Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share .” Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flow. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such account. Cash and Investments Held in Trust Account Prior to September 22, 2022, the Company’s portfolio of investments held in the Trust Account were comprised solely of a money market investment fund invested solely in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities were presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities were included in gain, dividends and interest on investments held in Trust Account in the accompanying statements of operations. The fair value for trading securities was determined using quoted market prices in active markets. As of December 31, 2021, the Company’s portfolio of investments held in Trust Account was comprised solely of U.S. treasury bills. On September 22, 2022, the Company liquidated its portfolio of investments held in the Trust Account and converted it into cash held in the Trust Account. Fair Value Measurements Fair value is defined, under FASB ASC 820, “ Fair Value Measurements and Disclosures ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity. Under this guidance, shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A 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. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 7,399,446 and 60,750,000 Class A ordinary shares subject to possible redemption, respectively, is presented, at redemption value, as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company as is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. The Company has no offices or employees in the Cayman Islands. Gross income earned by BOAC in 2022 was passive investment income in the form of interest. The mere earning of passive investment income is insufficient to cause BOAC, as a foreign corporation, to be considered to be engaged in a U.S. Trade or Business and interest paid by a U.S. banking institution to a foreign corporation that is not effectively connected income is exempt from U.S. income tax. Therefore BOAC is not subject to U.S. or Cayman Islands income taxes. As such, the Company’s tax provision was zero for the period presented. Stock-based Compensation On October 27, 2020, the Sponsor granted 15,000 Founder Shares (Class B ordinary shares) to each of the Company’s independent director nominees vesting 33.33% on grant date, 33.33% after one year from the date of the Initial Public Offering, and 33.34% after two years from the date of the Initial Public Offering. Share-based compensation expense is measured at the grant date, based on the fair value of the award. Total grant date fair value of the award at the Initial Public Offering was determined to be $318,265 and is recognized over the participant’s requisite service period. The Company recognized $88,407 and $106,088 of stock-based compensation expense related to the awards in 2022 and 2021, respectively. Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 was effective January 1, 2022. The Company adopted the new guidance effective January 1, 2022. The adoption of ASU 2020-06 did not have a material impact to the Company. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 - Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 57,500,000 units at a price of $10.00 per unit during the year ended December 31, 2020. Each Unit consists of one Class A ordinary share (the “ Ordinary Share one-half of one Public Warrant The Company granted the underwriters a 45-day option to purchase up to 8,625,000 additional Units to cover any over-allotments at the initial public offering price less the underwriting discounts and commissions. On November 12, 2020, the Company consummated the closing of the sale of an additional, and final 3,250,000 units at a price of $10.00 per unit upon receiving notice of the underwriters’ election to partially exercise their over-allotment option, generating additional gross proceeds of $32,500,000 to the Company and resulting in an aggregate of 60,750,000 Units. Each Unit consists of one Ordinary Share and one-half of one The Company paid an underwriting discount to the underwriters at the closing of the Initial Public Offering and upon the over-allotment option exercise, a portion of which will be deferred and payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement. | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the Initial Public Offering during the year ended December 31, 2020, the Sponsor and the Zimmer Entity purchased, severally and not jointly, 13,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $13,500,000. On November 12, 2020, simultaneously with the exercise of the over-allotment option, the Sponsor and the Zimmer Entity purchased, severally and not jointly, 650,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $650,000 and resulting in an aggregate of 14,150,000 Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. There are no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Private Placement Warrants are exercisable on a cashless basis and are non-redeemable (except as described under Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00) so long as they are held by the initial purchasers or their permitted transferees. The Sponsor, Zimmer Entity, and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On July 13, 2020, the Sponsor purchased 20,125,000 shares of the Company’s Class B ordinary shares for an aggregate price of $25,000. On October 23, 2020, the Sponsor surrendered 3,593,750 Founder Shares, resulting in an aggregate of 16,531,250 Founder Shares. Subsequently, as a result of the underwriters ’ In connection with the issuance of the Founder Shares, the Sponsor has paid third parties directly for costs associated with formation of the Company and issuance of the Founder Shares. The Sponsor and the Company’s independent directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-division, share dividends, 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, the Founder Shares will be released from the lockup. Administrative Support Agreement Commencing on the effective date of the Public Offering, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying such administrative support fees. As of December 31, 2022, the Company accrued $30,000 payable to Sponsor which is included in accounts payable and accrued expenses in the accompanying balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans Forward Purchase Agreements The Company entered into a forward purchase agreement simultaneously with the closing of the Public Offering with the Sponsor providing for the purchase of up to 3,000,000 forward purchase units, and with the Zimmer Entity providing for the purchase of up to 27,000,000 forward purchase units, at a purchase price of $10.00 per unit, in private placements to occur concurrently with the closing of our initial business combination collectively, the (“ Forward Purchase Agreements The number of Forward Purchase Securities to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined upon formal request to the Forward Purchase providers. In no event less than ten (10) Business Days prior to the Company’s entry into a definitive business combination agreement, the Company shall provide the Forward Purchasers with a notice requesting Forward Purchaser to purchase the maximum units under the Forward Purchase Agreements. Within five (5) Business Days after receipt of the notice, the Purchaser shall provide the Company with their decision as to the number of units they wish to purchase. At least two (2) Business Days before the business combination closing, the Company shall provide the Purchaser with an updated notice. including its determination, based on the actual number of Public Shares (as defined below) validly submitted for redemption or other changes in the cash requirements, of the number of Forward Purchase Securities that it desires the Purchaser to purchase pursuant to this Agreement. The request for the Forward Purchase Agreement funding is initiated by the Company entirely at its option. There is no binding funding obligation between the parties at the inception of the Forward Purchase Agreement. The Forward Purchasers have the option not to respond to the request to fund, or respond with an indication of no intent to fund. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to signed concurrently with the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the forward purchase agreements, the Company has agreed to use its reasonable best efforts (i) to file within 30 days after the closing of a Business Combination a registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than sixty (60) days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the Sponsor, the Zimmer Entity or their respective assignees cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the forward purchase agreements provide that these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement The underwriters were entitled to a cash underwriting discount of $0.20 per unit related to the Initial Public Offering, or $12,150,000 in the aggregate including the partially exercised underwriters’ over-allotment option. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $21,262,500 in the aggregate including the partially exercised underwriters’ over-allotment option. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 7 - Shareholders’ Deficit Preferred Shares The Company is authorized to issue 5,000,000 shares of preferred shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were no shares of preferred shares issued or outstanding. Ordinary Shares The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 7,399,446 and 60,750,000 shares of Class A ordinary shares subject to possible redemption, respectively, which are presented in temporary equity. The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share (the “Founder Shares”). Holders of Founder Shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 15,187,500 shares of Class B ordinary shares issued and outstanding. The Company originally issued 20,125,000 Founder Shares. On October 23, 2020, the Sponsor surrendered 3,593,750 Founder Shares, resulting in an aggregate of 16,531,250 Founder Shares. As a result of the underwriters ’ The Founder Shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so 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 the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, (including the Forward Purchase Shares, but not the Forward Purchase Warrants) excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent warrants issued, or to be issued, to any seller in a Business Combination. In no event will the Founder Shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
Warrants | Note 8 - Warrants The Company issued an aggregate 30,375,000 Public Warrants and 14,150,000 Private Placement Warrants in connection with the Initial Public Offering and subsequent underwriters’ over-allotment option exercise during the year ended December 31, 2020. The Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants sold in the Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except that the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company will not be obligated to deliver any shares of 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 covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. |
Net Income per Ordinary Share
Net Income per Ordinary Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Income per Ordinary Share | |
Net Income per Ordinary Share | Note 9 - Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the initial Public Offering and Private Placement in the calculation of diluted net income per share, since the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Year Ended December 31, 2022 2021 Class A ordinary shares subject to possible redemption Numerator: Net income allocated to Class A ordinary shares subject to possible redemption $ 24,425,561 $ 40,583,335 Denominator: Weighted average Class A ordinary shares subject to possible redemption outstanding 45,987,244 60,750,000 Basic and diluted net income per Class A ordinary share, subject to possible redemption $ 0.53 $ 0.67 Class B non-redeemable ordinary shares Numerator: Net income $ 32,492,215 $ 50,729,169 Net income allocated to Class A ordinary shares subject to possible redemption (24,425,561) (40,583,335) Net income allocated to Non-redeemable Class B shares 8,066,654 $ 10,145,834 Denominator: Weighted average Non-redeemable Class B ordinary shares outstanding 15,187,500 15,187,500 Basic and diluted net income per Non-redeemable Class B ordinary share $ 0.53 $ 0.67 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 10 – Fair Value Measurements The fair value of the Company’s assets and liabilities which qualify as financial instruments approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. As of December 31, 2022 and 2021, the carrying values of cash and accounts payable approximate their fair values. Certain other assets and liabilities, such as those below, are measured at fair value on a recurring basis. The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Quoted Significant Significant Prices In Other Other Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) As of December 31, 2022 Liabilities: Private Placement Warrants (1) — — $ 2,264,000 Public Warrants (1) $ 4,860,000 — — As of December 31, 2021 Assets: Investments held in Trust Account $ 607,783,639 — — Liabilities: Private Placement Warrants (1) — — $ 12,027,500 Public Warrants (1) $ 25,515,000 — — (1) Measured at fair value on a recurring basis. There were no transfers into or out of Levels 2 or 3 during the years ended December 31, 2022 and 2021. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. The key inputs into the Monte Carlo simulation model for the Private Placement and Public Warrants were as follows at initial measurement: December 31, Input 2022 2021 Risk-free interest rate 4.16 % 1.33 % Expected term (years) (1) 3.5 6 Expected volatility 2.8 % 15 % Exercise price $ 11.50 $ 11.50 (1) Expected term (years) utilized in December 31, 2022 valuation was adjusted to reflect the probability of failing to complete a de-SPAC transaction. Probability assessment was as of the December 31, 2022 valuation date. The Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants as of December 31, 2022 and 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker BOAC.WS. The Company determined the fair value of the Private Placement Warrants using a Monte Carlo simulation model. As such, the Private Placement Warrants are classified as Level 3 as of December 31, 2022 and 2021. As of December 31, 2022, the Private Placement Warrants and Public Warrants were valued at $0.16 and $0.16 per warrant, respectively. As of December 31, 2021, the Private Placement Warrants and Public Warrants were valued at $0.85 and $0.84 per warrant, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 28,300,000 $ 60,750,000 $ 89,050,000 Change in valuation inputs or other assumptions (1) (16,272,500) (35,235,000) (51,507,500) Fair value as of December 31, 2021 12,027,500 25,515,000 37,542,500 Change in valuation inputs or other assumptions (1) (9,763,500) (20,655,000) (30,418,500) Fair value as of December 31, 2022 $ 2,264,000 $ 4,860,000 $ 7,124,000 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the statements of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2022 and 2021. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In accordance with Accounting Standards Codification ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, the warrants do not meet the criteria for equity classification and must be recorded as liabilities. The Public Warrants and Private Placement Warrants are not indexed to the Company’s own stock and therefore are accounted for as liabilities and, as the warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820 , Fair Value Measurement The Company’s warrant agreements, dated as of October 27, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”), include settlement terms and provision related to certain tender offers following a business combination. In consideration of the guidance in Accounting Standards Codification 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, the Company has concluded that such provisions in the Warrant Agreement that relate to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statements of operations in the period of change. The Public Warrants and Private Placement Warrants are not indexed to the Company’s own stock and therefore are accounted for as liabilities and, as the warrants meet the definition of a derivative as contemplated in ASC 815 Fair Value Measurement |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share .” |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flow. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such account. |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account Prior to September 22, 2022, the Company’s portfolio of investments held in the Trust Account were comprised solely of a money market investment fund invested solely in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities were presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities were included in gain, dividends and interest on investments held in Trust Account in the accompanying statements of operations. The fair value for trading securities was determined using quoted market prices in active markets. As of December 31, 2021, the Company’s portfolio of investments held in Trust Account was comprised solely of U.S. treasury bills. On September 22, 2022, the Company liquidated its portfolio of investments held in the Trust Account and converted it into cash held in the Trust Account. |
Fair Value Measurements | Fair Value Measurements Fair value is defined, under FASB ASC 820, “ Fair Value Measurements and Disclosures ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity. Under this guidance, shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A 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. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 7,399,446 and 60,750,000 Class A ordinary shares subject to possible redemption, respectively, is presented, at redemption value, as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company as is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. The Company has no offices or employees in the Cayman Islands. Gross income earned by BOAC in 2022 was passive investment income in the form of interest. The mere earning of passive investment income is insufficient to cause BOAC, as a foreign corporation, to be considered to be engaged in a U.S. Trade or Business and interest paid by a U.S. banking institution to a foreign corporation that is not effectively connected income is exempt from U.S. income tax. Therefore BOAC is not subject to U.S. or Cayman Islands income taxes. As such, the Company’s tax provision was zero for the period presented. |
Stock-based Compensation | Stock-based Compensation On October 27, 2020, the Sponsor granted 15,000 Founder Shares (Class B ordinary shares) to each of the Company’s independent director nominees vesting 33.33% on grant date, 33.33% after one year from the date of the Initial Public Offering, and 33.34% after two years from the date of the Initial Public Offering. Share-based compensation expense is measured at the grant date, based on the fair value of the award. Total grant date fair value of the award at the Initial Public Offering was determined to be $318,265 and is recognized over the participant’s requisite service period. The Company recognized $88,407 and $106,088 of stock-based compensation expense related to the awards in 2022 and 2021, respectively. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 was effective January 1, 2022. The Company adopted the new guidance effective January 1, 2022. The adoption of ASU 2020-06 did not have a material impact to the Company. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Net Income per Ordinary Share (
Net Income per Ordinary Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Income per Ordinary Share | |
Schedule of earnings per ordinary share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Year Ended December 31, 2022 2021 Class A ordinary shares subject to possible redemption Numerator: Net income allocated to Class A ordinary shares subject to possible redemption $ 24,425,561 $ 40,583,335 Denominator: Weighted average Class A ordinary shares subject to possible redemption outstanding 45,987,244 60,750,000 Basic and diluted net income per Class A ordinary share, subject to possible redemption $ 0.53 $ 0.67 Class B non-redeemable ordinary shares Numerator: Net income $ 32,492,215 $ 50,729,169 Net income allocated to Class A ordinary shares subject to possible redemption (24,425,561) (40,583,335) Net income allocated to Non-redeemable Class B shares 8,066,654 $ 10,145,834 Denominator: Weighted average Non-redeemable Class B ordinary shares outstanding 15,187,500 15,187,500 Basic and diluted net income per Non-redeemable Class B ordinary share $ 0.53 $ 0.67 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Schedule of Company's assets and liabilities that are measured on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Quoted Significant Significant Prices In Other Other Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) As of December 31, 2022 Liabilities: Private Placement Warrants (1) — — $ 2,264,000 Public Warrants (1) $ 4,860,000 — — As of December 31, 2021 Assets: Investments held in Trust Account $ 607,783,639 — — Liabilities: Private Placement Warrants (1) — — $ 12,027,500 Public Warrants (1) $ 25,515,000 — — (1) Measured at fair value on a recurring basis. |
Summary of key inputs into the Monte Carlo simulation model | The key inputs into the Monte Carlo simulation model for the Private Placement and Public Warrants were as follows at initial measurement: December 31, Input 2022 2021 Risk-free interest rate 4.16 % 1.33 % Expected term (years) (1) 3.5 6 Expected volatility 2.8 % 15 % Exercise price $ 11.50 $ 11.50 (1) Expected term (years) utilized in December 31, 2022 valuation was adjusted to reflect the probability of failing to complete a de-SPAC transaction. Probability assessment was as of the December 31, 2022 valuation date. |
Schedule of changes in the fair value of warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 28,300,000 $ 60,750,000 $ 89,050,000 Change in valuation inputs or other assumptions (1) (16,272,500) (35,235,000) (51,507,500) Fair value as of December 31, 2021 12,027,500 25,515,000 37,542,500 Change in valuation inputs or other assumptions (1) (9,763,500) (20,655,000) (30,418,500) Fair value as of December 31, 2022 $ 2,264,000 $ 4,860,000 $ 7,124,000 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the statements of operations. |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 12 Months Ended | |||||||
Sep. 22, 2022 USD ($) $ / shares shares | Nov. 12, 2020 USD ($) $ / shares shares | Oct. 30, 2020 USD ($) $ / shares shares | Jul. 13, 2020 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) $ / shares shares | Oct. 23, 2020 shares | |
Description of Organization and Business Operations | ||||||||
Cash withdrawn from Trust Account to redeeming shareholders | $ | $ 536,494,151 | $ 536,494,151 | ||||||
Number of units issued | 60,750,000 | |||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | |||||||
Working capital | $ | $ 553,115 | $ 553,115 | $ 1,475,194 | |||||
Class A ordinary shares | ||||||||
Description of Organization and Business Operations | ||||||||
Number of shares redeemed | 53,350,554 | |||||||
Redemption price | $ / shares | $ 10.06 | |||||||
Number of units issued | 60,750,000 | 7,399,446 | 60,750,000 | |||||
Number of shares in a unit | 1 | |||||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||||
Class B ordinary shares | ||||||||
Description of Organization and Business Operations | ||||||||
Founder shares outstanding | 15,187,500 | 15,187,500 | 15,187,500 | |||||
IPO [Member] | ||||||||
Description of Organization and Business Operations | ||||||||
Redemption threshold as percent of outstanding | 15% | |||||||
Share price | $ / shares | $ 10 | |||||||
Gross proceeds | $ | $ 607,500,000 | |||||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||||
Threshold minimum aggregate fair market value as a percentage of the assts held in the Trust Account | 80% | |||||||
Threshold percentage of public shares subject to redemption without the Company's prior written consent | 50% | |||||||
Minimum net tangible assets upon consummation of the Business Combination | $ | 5,000,001 | |||||||
Days for redemption of public shares | 10 days | |||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | |||||||
Maximum net interest to pay dissolution expenses | $ | $ 100,000 | |||||||
Maturity term of U.S government securities | 185 days | |||||||
Per Share Value Of Residual Assets Remaining Available For Distribution Which Is Held In Trust Account | 10% | |||||||
IPO [Member] | Class A ordinary shares | ||||||||
Description of Organization and Business Operations | ||||||||
Number of units issued | 57,500,000 | 57,500,000 | ||||||
Share price | $ / shares | $ 10 | $ 10 | $ 10 | |||||
Gross proceeds | $ | $ 575,000,000 | |||||||
Number of shares in a unit | 1 | |||||||
Over-allotment | ||||||||
Description of Organization and Business Operations | ||||||||
Number of units issued | 3,250,000 | 8,625,000 | ||||||
Share price | $ / shares | $ 10 | |||||||
Gross proceeds | $ | $ 32,500,000 | |||||||
Number of shares in a unit | 1 | |||||||
Number of warrants in a unit | 0.5 | |||||||
Number of shares issuable per warrant | 1 | |||||||
Number of warrants issued | 650,000 | |||||||
Exercise price of warrants | $ / shares | $ 1 | |||||||
Proceeds from issuance of warrants | $ | $ 650,000 | |||||||
Private Placement | ||||||||
Description of Organization and Business Operations | ||||||||
Number of units issued | 650,000 | |||||||
Share price | $ / shares | $ 1 | |||||||
Gross proceeds | $ | $ 650,000 | |||||||
Number of warrants issued | 13,500,000 | 13,500,000 | ||||||
Exercise price of warrants | $ / shares | $ 1 | $ 1 | ||||||
Proceeds from issuance of warrants | $ | $ 13,500,000 | $ 13,500,000 | ||||||
Aggregate warrants outstanding | 14,150,000 | |||||||
Founder Shares | ||||||||
Description of Organization and Business Operations | ||||||||
Founder shares outstanding | 15,187,500 | 15,187,500 | ||||||
Founder Shares | Class A ordinary shares | ||||||||
Description of Organization and Business Operations | ||||||||
Number of shares converted upon business combination | 15,187,500 | |||||||
Conversion ratio | 1 | |||||||
Number of shares forfeited | 15,187,500 | |||||||
Founder Shares | Over-allotment | ||||||||
Description of Organization and Business Operations | ||||||||
Number of shares forfeited | 1,343,750 | |||||||
Sponsor | Class B ordinary shares | ||||||||
Description of Organization and Business Operations | ||||||||
Founder shares outstanding | 15,187,500 | 15,187,500 | ||||||
Sponsor | Founder Shares | Class B ordinary shares | ||||||||
Description of Organization and Business Operations | ||||||||
Number of units issued | 20,125,000 | |||||||
Consideration received | $ | $ 25,000 | |||||||
Aggregate of sponsor shares surrendered | 3,593,750 | |||||||
Founder shares outstanding | 15,187,500 | 16,531,250 | ||||||
Sponsor | Founder Shares | Over-allotment | Class B ordinary shares | ||||||||
Description of Organization and Business Operations | ||||||||
Number of shares forfeited | 1,343,750 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||
Nov. 27, 2020 | Nov. 12, 2020 | Oct. 27, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |||||
Cash equivalents | $ 0 | $ 0 | |||
Number of units issued | 60,750,000 | ||||
Unrecognized tax benefits | 0 | 0 | |||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | |||
Income tax provision | 0 | 0 | |||
Independent Director | |||||
Summary of Significant Accounting Policies | |||||
Stock-based compensation expense | $ 88,407 | $ 106,088 | |||
Class A Ordinary Shares | |||||
Summary of Significant Accounting Policies | |||||
Number of units issued | 60,750,000 | 7,399,446 | 60,750,000 | ||
Class B Ordinary Shares | Independent Director | |||||
Summary of Significant Accounting Policies | |||||
Founder shares | 15,000 | ||||
Vesting period | 33.33% | ||||
Percentage of vesting of award under share-based payment arrangement year one | 33.33% | ||||
Percentage of vesting of award under share-based payment arrangement year two | 33.34% | ||||
Total grant date fair value | $ 318,265 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 12 Months Ended | ||||
Nov. 12, 2020 | Oct. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Public offering | |||||
Number of units issued | 60,750,000 | ||||
Class A Ordinary Shares | |||||
Public offering | |||||
Number of units issued | 60,750,000 | 7,399,446 | 60,750,000 | ||
Common shares, par value | $ 0.0001 | $ 0.0001 | |||
Exercise price of warrants | $ 11.50 | ||||
Number of shares in a unit | 1 | ||||
Initial public offering | |||||
Public offering | |||||
Share price | $ 10 | ||||
Exercise price of warrants | $ 11.50 | ||||
Gross proceeds | $ 607,500,000 | ||||
Initial public offering | Public Warrants | |||||
Public offering | |||||
Number of warrants in a unit | 0.5 | ||||
Initial public offering | Class A Ordinary Shares | |||||
Public offering | |||||
Number of units issued | 57,500,000 | 57,500,000 | |||
Share price | $ 10 | $ 10 | $ 10 | ||
Common shares, par value | $ 0.0001 | ||||
Gross proceeds | $ 575,000,000 | ||||
Number of shares in a unit | 1 | ||||
Initial public offering | Class A Ordinary Shares | Public Warrants | |||||
Public offering | |||||
Exercise price of warrants | $ 11.50 | ||||
Shares issuable per warrant | 1 | ||||
Over-allotment | |||||
Public offering | |||||
Number of units issued | 3,250,000 | 8,625,000 | |||
Share price | $ 10 | ||||
Exercise price of warrants | $ 1 | ||||
Overallotment option period | 45 days | ||||
Gross proceeds | $ 32,500,000 | ||||
Number of shares in a unit | 1 | ||||
Number of warrants in a unit | 0.5 | ||||
Shares issuable per warrant | 1 | ||||
Over-allotment | Public Warrants | |||||
Public offering | |||||
Number of warrants in a unit | 0.5 | ||||
Shares issuable per warrant | 1 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 12 Months Ended | |||
Nov. 12, 2020 | Oct. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2020 | |
Private placement warrants | ||||
Private Placement | ||||
Aggregate warrants outstanding | 14,150,000 | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||
Private placement warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 | ||||
Private Placement | ||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |||
Class A Ordinary Shares | ||||
Private Placement | ||||
Exercise price of warrants | $ 11.50 | |||
Class A Ordinary Shares | Private placement warrants | ||||
Private Placement | ||||
Exercise price of warrants | $ 11.50 | |||
Shares issuable per warrant | 1 | |||
Private Placement | ||||
Private Placement | ||||
Number of warrants issued | 13,500,000 | 13,500,000 | ||
Exercise price of warrants | $ 1 | $ 1 | ||
Proceeds from issuance of warrants | $ 13,500,000 | $ 13,500,000 | ||
Aggregate warrants outstanding | 14,150,000 | |||
Over-allotment | ||||
Private Placement | ||||
Number of warrants issued | 650,000 | |||
Exercise price of warrants | $ 1 | |||
Proceeds from issuance of warrants | $ 650,000 | |||
Shares issuable per warrant | 1 | |||
Over-allotment | Private placement warrants | ||||
Private Placement | ||||
Number of warrants issued | 14,150,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 12 Months Ended | |||||
Oct. 27, 2020 shares | Jul. 13, 2020 USD ($) D $ / shares shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | Oct. 23, 2020 shares | |
Founder Shares | ||||||
Related Party Transactions | ||||||
Founder shares outstanding | 15,187,500 | 15,187,500 | ||||
Founder Shares | Over-allotment | ||||||
Related Party Transactions | ||||||
Number of shares forfeited | 1,343,750 | |||||
Sponsor | Founder Shares | Private Placement | ||||||
Related Party Transactions | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Class A Ordinary Shares | Founder Shares | ||||||
Related Party Transactions | ||||||
Number of shares forfeited | 15,187,500 | |||||
Shares transferred | 15,000 | |||||
Number of shares converted upon business combination | 15,187,500 | |||||
Class B Ordinary Shares | ||||||
Related Party Transactions | ||||||
Founder shares outstanding | 15,187,500 | 15,187,500 | 15,187,500 | |||
Class B Ordinary Shares | Sponsor | ||||||
Related Party Transactions | ||||||
Founder shares outstanding | 15,187,500 | 15,187,500 | ||||
Class B Ordinary Shares | Sponsor | Founder Shares | ||||||
Related Party Transactions | ||||||
Number of shares issued | 20,125,000 | 20,125,000 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Consideration received | $ | $ 25,000 | |||||
Aggregate of sponsor shares surrendered | 3,593,750 | |||||
Founder shares outstanding | 15,187,500 | 16,531,250 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Class B Ordinary Shares | Sponsor | Founder Shares | Over-allotment | ||||||
Related Party Transactions | ||||||
Number of shares forfeited | 1,343,750 |
Related Party Transactions - Ad
Related Party Transactions - Additional information (Details) - USD ($) | 12 Months Ended | |||
Oct. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 12, 2020 | |
Related Party Transactions | ||||
Accounts payable and accrued expenses | $ 406,212 | $ 369,953 | ||
Initial public offering | ||||
Related Party Transactions | ||||
Exercise price of warrants | $ 11.50 | |||
Administrative Support Agreement | ||||
Related Party Transactions | ||||
Administrative expenses - related party | $ 10,000 | |||
Accounts payable and accrued expenses | 30,000 | |||
Related Party Loans | ||||
Related Party Transactions | ||||
Maximum loans converted into warrants | $ 1,500,000 | |||
Exercise price of warrants | $ 1 | |||
Forward Purchase Agreements | ||||
Related Party Transactions | ||||
Purchase price per unit (in dollars per share) | $ 10 | |||
Minimum number of business days prior to the Company's entry into a definitive business combination agreement, for providing notice | 10 days | |||
Threshold number of business days after receipt of the notice, the Purchaser shall provide their decision as to the number of units they wish to purchase | 5 days | |||
Minimum number of business days before the business combination closing for providing updated notice | 2 days | |||
Sponsor | Forward Purchase Agreements | ||||
Related Party Transactions | ||||
Forward purchase units authorized to be issued | 3,000,000 | |||
Zimmer Entity | Forward Purchase Agreements | ||||
Related Party Transactions | ||||
Forward purchase units authorized to be issued | 27,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) item $ / shares | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies | ||
Maximum number of demands for registration of securities | item | 3 | |
Period to file registration statement with SEC | 30 days | |
Period for the filed registration to become effective | 60 days | |
Deferred underwriting fees | $ 21,262,500 | $ 21,262,500 |
Over-allotment | ||
Commitments and Contingencies | ||
Cash underwriting discount per unit | $ / shares | $ 0.20 | |
Cash underwriting discount | $ 12,150,000 | |
Deferred fee per unit | $ / shares | $ 0.35 | |
Deferred underwriting fees | $ 21,262,500 |
Shareholders' Deficit - Preferr
Shareholders' Deficit - Preferred Shares (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Shareholders' Deficit | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Shares (Details) | 12 Months Ended | |||
Oct. 23, 2020 shares | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 shares | |
Class A Ordinary Shares | ||||
Shareholder's Deficit | ||||
Common shares, shares authorized | 500,000,000 | 500,000,000 | ||
Common shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | |||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20% | |||
Class A ordinary shares subject to possible redemption | ||||
Shareholder's Deficit | ||||
Shares subject to possible redemption, Outstanding | 7,399,446 | 60,750,000 | ||
Class A ordinary shares not subject to possible redemption | ||||
Shareholder's Deficit | ||||
Common shares, shares issued | 0 | 0 | ||
Common shares, shares outstanding | 0 | 0 | ||
Class B Ordinary Shares | ||||
Shareholder's Deficit | ||||
Common shares, shares authorized | 50,000,000 | 50,000,000 | ||
Common shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | |||
Common shares, shares issued | 16,531,250 | 15,187,500 | 15,187,500 | |
Common shares, shares outstanding | 15,187,500 | 15,187,500 | 15,187,500 | |
Number of shares forfeited | 1,343,750 | |||
Class B Ordinary Shares | Sponsor | ||||
Shareholder's Deficit | ||||
Common shares, shares issued | 15,187,500 | 15,187,500 | ||
Common shares, shares outstanding | 15,187,500 | 15,187,500 | ||
Number of shares surrendered | 3,593,750 | |||
Founder Shares | ||||
Shareholder's Deficit | ||||
Common shares, shares outstanding | 15,187,500 | 15,187,500 | ||
Founder Shares | Class B Ordinary Shares | Sponsor | ||||
Shareholder's Deficit | ||||
Common shares, shares outstanding | 16,531,250 | 15,187,500 |
Warrants (Details)
Warrants (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2020 | Nov. 12, 2020 | |
Over-allotment | |||
Warrants | |||
Number of warrants issued | 650,000 | ||
Public Warrants | |||
Warrants | |||
Public warrants exercisable term from the closing of the initial public offering | 12 months | ||
Warrant term | 5 years | ||
Public warrants exercisable term after the completion of a business combination | 30 days | ||
Public Warrants | Initial public offering | |||
Warrants | |||
Number of warrants issued | 30,375,000 | ||
Private placement warrants | |||
Warrants | |||
Public warrants exercisable term after the completion of a business combination | 30 days | ||
Private placement warrants | Over-allotment | |||
Warrants | |||
Number of warrants issued | 14,150,000 |
Net Income per Ordinary Share_2
Net Income per Ordinary Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class B non-redeemable ordinary shares | ||
Net income | $ 32,492,215 | $ 50,729,169 |
Class A ordinary shares | ||
Class A ordinary shares subject to possible redemption | ||
Numerator: Net income allocated to Class A ordinary shares subject to possible redemption | $ 24,425,561 | $ 40,583,335 |
Denominator: Weighted average Class A ordinary shares subject to possible redemption outstanding | 45,987,244 | 60,750,000 |
Basic and diluted net income per Class A ordinary share, subject to possible redemption | $ 0.53 | $ 0.67 |
Denominator: Weighted average Non-redeemable Class B ordinary shares outstanding | ||
Weighted average shares outstanding, Basic | 45,987,244 | 60,750,000 |
Weighted average shares outstanding, Diluted | 45,987,244 | 60,750,000 |
Net income per, Basic | $ 0.53 | $ 0.67 |
Net income per, Diluted | $ 0.53 | $ 0.67 |
Class B ordinary shares | ||
Class B non-redeemable ordinary shares | ||
Net income | $ 32,492,215 | $ 50,729,169 |
Net income allocated to Class A ordinary shares subject to possible redemption | (24,425,561) | (40,583,335) |
Net income allocated to Non-redeemable Class B shares | $ 8,066,654 | $ 10,145,834 |
Denominator: Weighted average Non-redeemable Class B ordinary shares outstanding | ||
Weighted average shares outstanding, Basic | 15,187,500 | 15,187,500 |
Weighted average shares outstanding, Diluted | 15,187,500 | 15,187,500 |
Net income per, Basic | $ 0.53 | $ 0.67 |
Net income per, Diluted | $ 0.53 | $ 0.67 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements | ||
Warrant liabilities | $ 7,124,000 | $ 37,542,500 |
Transfer of assets to level 2 | 0 | 0 |
Transfer of assets from level 2 | 0 | 0 |
Transfer of assets to level 3 | 0 | 0 |
Transfer of assets from level 3 | 0 | 0 |
Recurring | Level 1 | ||
Fair Value Measurements | ||
Investments held in Trust Account | 607,783,639 | |
Recurring | Private Placement Warrants | Level 3 | ||
Fair Value Measurements | ||
Warrant liabilities | 2,264,000 | 12,027,500 |
Recurring | Public Warrants. | Level 1 | ||
Fair Value Measurements | ||
Warrant liabilities | $ 4,860,000 | $ 25,515,000 |
Fair Value Measurements - Key i
Fair Value Measurements - Key inputs (Details) | Dec. 31, 2022 Y item | Dec. 31, 2021 Y |
Risk-free interest rate | ||
Fair Value Measurements | ||
Warrants, measurement input | 0.0133 | |
Expected term (years) | ||
Fair Value Measurements | ||
Warrants, measurement input | 6 | |
Expected volatility | ||
Fair Value Measurements | ||
Warrants, measurement input | 0.15 | |
Exercise price | ||
Fair Value Measurements | ||
Warrants, measurement input | 11.50 | |
Over-allotment | Risk-free interest rate | ||
Fair Value Measurements | ||
Warrants, measurement input | 0.0416 | |
Over-allotment | Expected term (years) | ||
Fair Value Measurements | ||
Warrants, measurement input | 3.5 | |
Over-allotment | Expected volatility | ||
Fair Value Measurements | ||
Warrants, measurement input | item | 0.028 | |
Over-allotment | Exercise price | ||
Fair Value Measurements | ||
Warrants, measurement input | 11.50 |
Fair Value Measurements - Subse
Fair Value Measurements - Subsequent Measurement (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Nov. 12, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements | ||||
Beginning balance | $ 37,542,500 | |||
Ending balance | $ 37,542,500 | $ 7,124,000 | $ 37,542,500 | |
Over-allotment | ||||
Fair Value Measurements | ||||
Number of warrants in a unit | 0.5 | |||
Private Placement | ||||
Fair Value Measurements | ||||
Price of warrants | $ 0.85 | $ 0.16 | ||
Beginning balance | $ 12,027,500 | 28,300,000 | ||
Change in valuation inputs or other assumptions | (9,763,500) | (16,272,500) | ||
Ending balance | $ 12,027,500 | $ 2,264,000 | 12,027,500 | |
Public | ||||
Fair Value Measurements | ||||
Price of warrants | $ 0.84 | $ 0.16 | ||
Beginning balance | $ 25,515,000 | 60,750,000 | ||
Change in valuation inputs or other assumptions | (20,655,000) | (35,235,000) | ||
Ending balance | $ 25,515,000 | 4,860,000 | 25,515,000 | |
Public | Over-allotment | ||||
Fair Value Measurements | ||||
Number of warrants in a unit | 0.5 | |||
Warrant Liabilities | ||||
Fair Value Measurements | ||||
Beginning balance | 37,542,500 | 89,050,000 | ||
Change in valuation inputs or other assumptions | (30,418,500) | (51,507,500) | ||
Ending balance | $ 37,542,500 | $ 7,124,000 | $ 37,542,500 |