Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity Registrant Name | CC NEUBERGER PRINCIPAL HOLDINGS III | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-39984 | |
Entity Tax Identification Number | 98-1552405 | |
Entity Address, Address Line One | 200 Park Avenue | |
Entity Address, City or Town | 58th Floor | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10166 | |
City Area Code | 212 | |
Local Phone Number | 355-5515 | |
Entity Current Reporting Status | No | |
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 | |
Entity Shell Company | true | |
Entity Central Index Key | 0001821329 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant | |
Trading Symbol | PRPC.U | |
Security Exchange Name | NYSE | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | PRPC | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 40,250,000 | |
Redeemable warrants included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | PRPC.WS | |
Security Exchange Name | NYSE | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15,062,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 450,946 | $ 908,154 |
Prepaid expenses | 293,100 | 875,001 |
Total current assets | 744,046 | 1,783,155 |
Cash and investments held in Trust Account | 405,038,056 | 402,608,157 |
Total Assets | 405,782,102 | 404,391,312 |
Current liabilities: | ||
Accounts payable | 2,747 | 9,568 |
Accrued expenses | 25,000 | 211,866 |
Due to related party | 399,286 | 219,286 |
Total current liabilities | 427,033 | 440,720 |
Non-current accounts payable and accrued expenses | 533,785 | 459,275 |
Working capital loan, at fair value | 281,000 | 1,877,000 |
Deferred underwriting commissions | 14,087,500 | 14,087,500 |
Derivative liabilities | 4,102,000 | 29,265,000 |
Total liabilities | 19,431,318 | 46,129,495 |
Commitments and Contingencies | ||
Shareholders' Deficit: | ||
Accumulated deficit | (18,588,778) | (44,239,689) |
Total shareholders' deficit | (18,587,272) | (44,238,183) |
Total Liabilities and Shareholders' Deficit | 405,782,102 | 404,391,312 |
Class A ordinary shares subject to possible redemption | ||
Current liabilities: | ||
Class A ordinary shares, $0.0001 par value; 40,250,000 shares subject to possible redemption at $10.06 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively | 404,938,056 | 402,500,000 |
Class B ordinary shares | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 1,506 | $ 1,506 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preference shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Ordinary shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 40,250,000 | 40,250,000 |
Ordinary shares, shares outstanding | 40,250,000 | 40,250,000 |
Class A ordinary shares subject to possible redemption | ||
Class A ordinary shares subject to possible redemption, par value (per share) | $ 0.0001 | $ 0.0001 |
Class A ordinary shares subject to possible redemption | 40,250,000 | 40,250,000 |
Class A ordinary shares subject to possible redemption, redemption price per share | $ 10.06 | $ 10 |
Class B ordinary shares | ||
Ordinary shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 15,062,500 | 15,062,500 |
Ordinary shares, shares outstanding | 15,062,500 | 15,062,500 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
General and administrative expenses | $ 332,743 | $ 302,433 | $ 1,099,932 | $ 1,104,241 |
Loss from operations | (332,743) | (302,433) | (1,099,932) | (1,104,241) |
Other income (expense): | ||||
Change in fair value of derivative asset and liabilities | 2,182,500 | 2,952,500 | 26,759,000 | (4,599,000) |
Financing costs | (736,170) | |||
Gain on investments held in Trust Account | 1,877,431 | 45,277 | 2,429,899 | 67,270 |
Total other income (expense) | 4,059,931 | 2,997,777 | 29,188,899 | (5,267,900) |
Net income (loss) | 3,727,188 | 2,695,344 | 28,088,967 | (6,372,141) |
Class A ordinary shares | ||||
Other income (expense): | ||||
Net income (loss) | $ 2,712,214 | $ 1,961,358 | $ 20,439,881 | $ (4,473,370) |
Basic weighted average shares outstanding | 40,250,000 | 40,250,000 | 40,250,000 | 35,089,744 |
Diluted weighted average shares outstanding | 40,250,000 | 40,250,000 | 40,250,000 | 35,089,744 |
Basic net income (loss) per ordinary share | $ 0.07 | $ 0.05 | $ 0.51 | $ (0.13) |
Diluted net income (loss) per ordinary share | $ 0.07 | $ 0.05 | $ 0.51 | $ (0.13) |
Class B ordinary shares | ||||
Other income (expense): | ||||
Net income (loss) | $ 1,014,974 | $ 733,986 | $ 7,649,086 | $ (1,898,771) |
Basic weighted average shares outstanding | 15,062,500 | 15,062,500 | 15,062,500 | 14,894,231 |
Diluted weighted average shares outstanding | 15,062,500 | 15,062,500 | 15,062,500 | 14,894,231 |
Basic net income (loss) per ordinary share | $ 0.07 | $ 0.05 | $ 0.51 | $ (0.13) |
Diluted net income (loss) per ordinary share | $ 0.07 | $ 0.05 | $ 0.51 | $ (0.13) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class A ordinary shares Ordinary Shares | Class A ordinary shares | Class B ordinary shares Ordinary Shares | Class B ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 1,506 | $ 23,494 | $ (13,604) | $ 11,396 | |||
Balance at the beginning (in shares) at Dec. 31, 2020 | 15,062,500 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accretion on Class A ordinary shares subject to possible redemption | (23,494) | (34,462,599) | (34,486,093) | ||||
Net income (loss) | (5,043,542) | (5,043,542) | |||||
Balance at the end at Mar. 31, 2021 | $ 1,506 | (39,519,745) | (39,518,239) | ||||
Balance at the end (in shares) at Mar. 31, 2021 | 15,062,500 | ||||||
Balance at the beginning at Dec. 31, 2020 | $ 1,506 | 23,494 | (13,604) | 11,396 | |||
Balance at the beginning (in shares) at Dec. 31, 2020 | 15,062,500 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ (4,473,370) | $ (1,898,771) | (6,372,141) | ||||
Balance at the end at Sep. 30, 2021 | $ 1,506 | (40,848,344) | (40,846,838) | ||||
Balance at the end (in shares) at Sep. 30, 2021 | 15,062,500 | ||||||
Balance at the beginning at Dec. 31, 2020 | $ 1,506 | 23,494 | (13,604) | 11,396 | |||
Balance at the beginning (in shares) at Dec. 31, 2020 | 15,062,500 | ||||||
Balance at the end at Dec. 31, 2021 | $ 0 | $ 1,506 | 0 | (44,239,689) | (44,238,183) | ||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 15,062,500 | |||||
Balance at the beginning at Mar. 31, 2021 | $ 1,506 | (39,519,745) | (39,518,239) | ||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 15,062,500 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (4,023,943) | (4,023,943) | |||||
Balance at the end at Jun. 30, 2021 | $ 1,506 | (43,543,688) | (43,542,182) | ||||
Balance at the end (in shares) at Jun. 30, 2021 | 15,062,500 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 1,961,358 | 733,986 | 2,695,344 | 2,695,344 | |||
Balance at the end at Sep. 30, 2021 | $ 1,506 | (40,848,344) | (40,846,838) | ||||
Balance at the end (in shares) at Sep. 30, 2021 | 15,062,500 | ||||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 1,506 | 0 | (44,239,689) | (44,238,183) | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 15,062,500 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 10,622,257 | 10,622,257 | |||||
Balance at the end at Mar. 31, 2022 | $ 1,506 | (33,617,432) | (33,615,926) | ||||
Balance at the end (in shares) at Mar. 31, 2022 | 15,062,500 | ||||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 1,506 | $ 0 | (44,239,689) | (44,238,183) | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 15,062,500 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 20,439,881 | 7,649,086 | 28,088,967 | ||||
Balance at the end at Sep. 30, 2022 | $ 1,506 | (18,588,778) | (18,587,272) | ||||
Balance at the end (in shares) at Sep. 30, 2022 | 15,062,500 | ||||||
Balance at the beginning at Mar. 31, 2022 | $ 1,506 | (33,617,432) | (33,615,926) | ||||
Balance at the beginning (in shares) at Mar. 31, 2022 | 15,062,500 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (560,625) | (560,625) | |||||
Net income (loss) | 13,739,522 | 13,739,522 | |||||
Balance at the end at Jun. 30, 2022 | $ 1,506 | (20,438,535) | (20,437,029) | ||||
Balance at the end (in shares) at Jun. 30, 2022 | 15,062,500 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (1,877,431) | (1,877,431) | |||||
Net income (loss) | $ 2,712,214 | $ 1,014,974 | 3,727,188 | 3,727,188 | |||
Balance at the end at Sep. 30, 2022 | $ 1,506 | $ (18,588,778) | $ (18,587,272) | ||||
Balance at the end (in shares) at Sep. 30, 2022 | 15,062,500 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 28,088,967 | $ (6,372,141) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of derivative asset and liabilities | (26,759,000) | 4,599,000 |
Financing costs | 736,170 | |
Gain on investments held in Trust Account | (2,429,899) | (67,270) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 581,901 | (1,058,604) |
Accounts payable | (6,821) | 8,168 |
Accrued expenses | (186,866) | 78,840 |
Due to related party | 180,000 | 159,286 |
Non-current accounts payable and accrued expenses | 74,510 | 131,846 |
Net cash used in operating activities | (457,208) | (1,784,705) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (402,500,000) | |
Net cash used in investing activities | (402,500,000) | |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related parties | (181,088) | |
Proceeds from working capital loan | 1,000,000 | |
Proceeds received from initial public offering, gross | 402,500,000 | |
Proceeds received from private placement | 10,050,000 | |
Offering costs paid | (8,128,675) | |
Net cash provided by financing activities | 405,240,237 | |
Net change in cash | (457,208) | 955,532 |
Cash - beginning of the period | 908,154 | |
Cash - ending of the period | $ 450,946 | 955,532 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accrued expenses | 110,000 | |
Offering costs paid by related party under promissory note | 147,913 | |
Accounts payable paid by related party under promissory note | 33,175 | |
Deferred legal fees | 268,832 | |
Deferred underwriting commissions | $ 14,087,500 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations CC Neuberger Principal Holdings III (the “Company”) is a blank check company incorporated in the Cayman Islands on July 24, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet selected (“Business Combination”). The Company may pursue a Business Combination in any industry or sector. As of September 30, 2022, the Company had not yet commenced operations. All activity for the period from July 24, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, since the closing of the Initial Public Offering, a search for a business combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is CC Neuberger Principal Holdings III Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 2, 2021. On February 5, 2021, the Company consummated its Initial Public Offering of 40,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 5,250,000 additional Units to cover the underwriters’ over-allotment (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $402.5 million, and incurring offering costs of approximately $22.7 million, of which approximately $14.1 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,050,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.1 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $402.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in Trust). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account, calculated as of two Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide 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”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 5, 2023, (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters 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 in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per Public Share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $451,000 in its operating bank account and working capital of approximately $317,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (see Note 4), and a loan from the Sponsor of approximately $181,000 under the Note (see Note 4). The Company fully repaid the Note on June 8, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company a Working Capital Loans (as defined in Note 4) as may be required. On May 20, 2021, the Company issued a Working Capital Loan in the principal amount of $1,000,000 to the Sponsor. See Note 4 for more details. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that if the Company is unable to complete a Business Combination by February 5, 2023, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution related to the Combination Period described above raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 5, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by February 5, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (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 stockholder 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 an emerging growth 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. As of September 30, 2022 and December 31, 2021, the Company did not hold any cash equivalents. Investment Securities Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Investments held in Trust Account are classified as trading securities, which are presented on the accompanying condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of trading securities is included in gain on investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. The Trust Account may also contain balances of cash as result of investment activity. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, including, but not limited to, derivative assets and liabilities, at the date of the financial statement. 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. Actual results could differ from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the accompanying condensed balance sheets, except for derivative liabilities (see Note 9). Fair Value Measurements The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Working Capital Loan The Company has elected the fair value option to account for its working capital loan with its Sponsor as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in the fair value of the conversion feature are recorded as change in the fair value of working capital loan on the accompanying condensed balance sheets and change in fair value of derivative liabilities in the accompanying unaudited condensed statements of operations. The fair value of the conversion feature is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. The working capital loan is convertible into warrants upon a successful business combination at the option of the Sponsor. In the event of an unsuccessful business combination, the working capital loan is forgiven and expires worthless. The working capital loan is classified on the accompanying condensed balance sheets as a non-current liability as the Company does not expect to the settle the liability with current assets. Non-current Accounts Payable and Accrued Expenses Non-current accounts payable and accrued expenses include fees incurred with certain vendors where settlement or liquidation of amounts due is not reasonably expected to require the use of current assets or require the creation of current liabilities. Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities. The Company also entered into a Forward Purchase Agreement which is classified as a Derivative Liability. The Forward Purchase Agreement provides for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-twentieths In the event of an unsuccessful business combination, the warrants will expire worthless, with no liability due and a reversal of the accumulated deficit. For equity-linked contracts that are classified as assets or liabilities, we record the fair value of the equity-linked contracts at each condensed balance sheet date and record the change in the condensed statement of operations as a (gain) loss on change in fair value of derivative liabilities. Our public warrants were initially valued using a binomial lattice pricing model and have subsequently been measured based on the listed market price of such warrants. Our Private Placement Warrants are valued using a Black-Scholes pricing model. Our Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend rate, expiration dates and risk-free rates. The estimates used to calculate the fair value of our derivative liabilities change at each condensed balance sheet date based on our stock price and other assumptions described above. If our assumptions change or we experience significant volatility in our stock price or interest rates, the fair value calculated from one condensed balance sheet period to the next could be materially different. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the accompanying unaudited condensed statements of operations. Offering costs associated with the issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. These offering costs are only payable in the event of a successful business combination. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 40,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the accompanying condensed balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net income (loss) per ordinary share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 18,100,000 Class A ordinary shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022 and 2021. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 2,712,214 $ 1,014,974 $ 20,439,881 $ 7,649,086 Denominator: Basic and diluted weighted average common shares outstanding 40,250,000 15,062,500 40,250,000 15,062,500 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.51 $ 0.51 For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ 1,961,358 $ 733,986 $ (4,473,370) $ (1,898,771) Denominator: Basic and diluted weighted average common shares outstanding 40,250,000 15,062,500 35,089,744 14,894,231 Basic and diluted net loss per common share $ 0.05 $ 0.05 $ (0.13) $ (0.13) Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 - Initial Public Offering On February 5, 2021, the Company consummated its Initial Public Offering of 40,250,000 Units, including 5,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $402.5 million, and incurring offering costs of approximately $22.7 million, of which approximately $14.1 million was for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Each Unit consists of one Class A ordinary share and one |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 4 - Related Party Transactions Forward Purchase Agreement In connection with the consummation of the Initial Public Offering, the Company entered into the Forward Purchase Agreement with Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”), a member of the Sponsor, which provided for the purchase of up to $200,000,000 of units (the “Forward Purchase Units”), with each Unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and three-twentieths Founder Shares On August 14, 2020, the Company issued an aggregate of 22,250,000 Class B ordinary shares to the Sponsor in exchange for a $25,000 payment from the Sponsor to cover for certain expenses on behalf of the Company, or approximately $0.001 per share (the “Founder Shares”). On January 13, 2021, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 7,187,500 Class B ordinary shares resulting in 15,062,500 Class B ordinary shares outstanding. On January 14, 2021, June 24, 2021 and April 29, 2022, respectively, the Sponsor transferred 40,000 Founder Shares to each of Keith W. Abell, J. Joel Hackney, Jr. and Matthew Mannelly, the independent directors. The Sponsor agreed to forfeit up to an aggregate of 1,312,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares to be sold pursuant to any forward purchase agreement to be entered into in connection with the Initial Public Offering (the “Forward Purchase Agreement”) as described below. On February 5, 2021, the underwriters fully exercised their over-allotment option; thus, these 1,312,500 Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to the initial Business Combination (x) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (y) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,050,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.1 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. Certain proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors 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 initial Business Combination. Related Party Loans On August 14, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to the Note. The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of February 5, 2021, the Company borrowed approximately $181,000 under the Note. The loan balance was repaid in full as of June 8, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, or for general operating purposes, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. On May 20, 2021, the Company issued a Working Capital Loan in the principal amount of $1,000,000 to the Sponsor. As of September 30, 2022 and December 31, 2021, $1.0 million was drawn on the working capital loan, presented at its fair value of approximately $281,000 and $1.9 million, respectively, on the accompanying condensed balance sheets. Administrative Support Agreement Commencing on the effective date of the registration statement on Form S-1 related to the Initial Public Offering through the earlier of consummation of the initial Business Combination and the Company’s liquidation, we reimburse the Sponsor for office space, secretarial and administrative services provided to us in the amount of $20,000 per month. The Company incurred approximately $60,000 and $60,000 in general and administrative expenses in the accompanying unaudited condensed statements of operations for the three months ended September 30, 2022 and 2021, respectively. The Company incurred approximately $180,000 and $159,000 in general and administrative expenses in the accompanying unaudited condensed statements of operations for the nine months ended September 30, 2022 and 2021, respectively. Approximately $399,000 and $219,000 was included in due to related party at September 30, 2022 and December 31, 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement entered into upon the closing date of the Initial 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 completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus of the Initial Public Offering to purchase up to 5,250,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On February 5, 2021, the underwriters fully exercised their over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $8.1 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per unit, or approximately $14.1 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer their fees until the closing of the initial Business Combination. As of September 30, 2022 and December 31, 2021, the Company recorded an aggregate of approximately $534,000 and $459,000, respectively, in connection with such arrangement as non-current accounts payable and accrued expenses in the accompanying condensed balance sheets. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the 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 unaudited condensed financial statements. The unaudited condensed financial statements does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions. These rules, if adopted, whether in the form proposed or in revised form, may materially increase the costs and time required to negotiate and complete an initial business combination and could potentially impair our ability to complete an initial business combination. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption | |
Class A Ordinary Shares Subject to Possible Redemption | Note 6 - Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 40,250,000 shares of Class A ordinary shares outstanding, all of which were subject to possible redemption. As of September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross Proceeds $ 402,500,000 Less: Offering costs allocated to Class A shares subject to possible redemption (22,089,093) Proceeds allocated to Public Warrants at issuance (12,397,000) Plus: Accretion on Class A ordinary shares subject to possible redemption 34,486,093 Class A ordinary shares subject to possible redemption as of December 31, 2021 402,500,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 2,438,056 Class A ordinary shares subject to possible redemption as of September 30, 2022 $ 404,938,056 |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 7 - Shareholders’ Deficit Preference Shares— Class A Ordinary Shares— Class B Ordinary Shares— Only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of our initial business combination, holders of a majority of our Class B ordinary shares may remove a member of our board of directors for any reason. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint or remove directors prior to our initial business combination may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination, or earlier at the option of the holder thereof, on a one-for-one basis. However, if additional Class A ordinary shares or any other equity-linked securities (as defined below) are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of ordinary shares outstanding upon completion of the Initial Public Offering plus (ii) the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including any Class A ordinary shares to be sold pursuant to a Forward Purchase Agreement, but not any warrants sold pursuant to a Forward Purchase Agreement), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. Any conversion of Class B ordinary shares described herein will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Liabilities | |
Derivative Liabilities | Note 8 - Derivative Liabilities Warrants As of September 30, 2022 and December 31, 2021, the Company has 8,050,000 Public Warrants and 10,050,000 Private Placement Warrants outstanding. 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 and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Public Warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company agreed that as soon as practicable, but in no event later than twenty Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00 . Once the warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the reported closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 -trading day period ending three trading days prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “Fair Market Value” of the Company’s Class A ordinary shares; and ● if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company has not completed a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants 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 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. Forward purchase agreement The Forward Purchase Agreement provides for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and three-twentieths |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable (Level 1) (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 352,838,461 $ — $ — Liabilities: Derivative warrant liabilities - Public 1,449,000 — — Derivative warrant liabilities - Private — — 1,809,000 Derivative liabilities – Forward purchase agreement — — 844,000 Working capital loan — — 281,000 December 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable (Level 1) (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 352,476,525 $ — $ — Liabilities: Derivative warrant liabilities - Public 8,774,500 — — Derivative warrant liabilities - Private — — 18,793,500 Derivative liabilities - Forward purchase agreement — — 1,697,000 Working capital loan — — 1,877,000 (1) Excludes $50,293,082 and $50,004,352 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value and $1,906,513 and $127,280 in cash at September 30, 2022 and December 31, 2021, respectively. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a binomial / lattice model for the public warrants and the Black-Scholes Option Pricing Model for the private warrants. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since March 2021. The Company’s Private Placement Warrants are valued a using Black-Scholes pricing model. The Company’s working capital loan is valued using a Monte Carlo simulation analysis on the convertible feature and a present value of the host contract. The company’s Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. For the three months ended September 30, 2022 and 2021, the Company recognized a gain/(loss) on the accompanying unaudited condensed statements of operations resulting from a decrease/(increase) in the fair value of derivative liabilities of approximately $2.2 million and $3.0 million, respectively, presented as change in fair value of derivative liabilities on the accompanying unaudited condensed statements of operations. For the nine months ended September 30, 2022 and 2021, the Company recognized a gain/(loss) on the accompanying unaudited condensed statements of operations resulting from a decrease/(increase) in the fair value of derivative liabilities of approximately $26.8 million and $(4.6 million), respectively, presented as change in fair value of derivative liabilities on the accompanying unaudited condensed statements of operations. The change in the fair value of the Level 3 derivative warrant liabilities for the nine months ended September 30, 2022 and 2021, respectively, are summarized as follows: Derivative warrant Forward purchase liabilities agreement Total Derivative (assets) liabilities at December 31, 2021 $ 18,793,500 $ 1,697,000 $ 20,490,500 Change in fair value of derivative warrant liabilities (5,326,500) — (5,326,500) Change in fair value of forward purchase agreement — (1,236,000) (1,236,000) Derivative (assets) liabilities at March 31, 2022 13,467,000 461,000 13,928,000 Change in fair value of derivative warrant liabilities (10,351,500) — (10,351,500) Change in fair value of forward purchase agreement — (77,000) (77,000) Derivative (assets) liabilities at June 30, 2022 3,115,500 384,000 3,499,500 Change in fair value of derivative warrant liabilities (1,306,500) — (1,306,500) Change in fair value of forward purchase agreement — 460,000 460,000 Derivative (assets) liabilities at September 30, 2022 $ 1,809,000 $ 844,000 $ 2,653,000 Derivative warrant Forward purchase liabilities agreement Total Derivative (assets) liabilities at December 31, 2020 $ — $ — $ — Issuance of Public and Private Placement Warrants 22,447,000 — 22,447,000 Initial value of forward purchase agreement recognized as change in fair value of derivative assets and liabilities — 9,138,000 9,138,000 Initial value recognized in additional paid-in-capital 10,150,500 — 10,150,500 Change in fair value of derivative warrant liabilities (5,149,500) — (5,149,500) Change in fair value of forward purchase agreement — (10,262,000) (10,262,000) Transfer of Public Warrants to Level 1 (9,257,500) — (9,257,500) Derivative (assets) liabilities at March 31, 2021 $ 18,190,500 $ (1,124,000) $ 17,066,500 Change in fair value of derivative warrant liabilities 301,500 — 301,500 Change in fair value of forward purchase agreement — 1,567,000 1,567,000 Derivative (assets) liabilities at June 30, 2021 18,492,000 443,000 18,935,000 Change in fair value of derivative warrant liabilities 100,500 — 100,500 Change in fair value of forward purchase agreement — (988,000) (988,000) Derivative (assets) liabilities at September 30, 2021 $ 18,592,500 $ (545,000) $ 18,047,500 The change in the fair value of the working capital loan measured with Level 3 inputs for the nine months ended September 30, 2022 is summarized as follows: Fair value of working capital loan at December 31, 2021 $ 1,877,000 Change in fair value of working capital loan (533,000) Fair value of working capital loan at March 31, 2022 1,344,000 Change in fair value of working capital loan (693,000) Fair value of working capital loan at June 30, 2022 651,000 Change in fair value of working capital loan (370,000) Fair value of working capital loan at September 30, 2022 $ 281,000 The change in the fair value of the working capital loan measured with Level 3 inputs for the nine months ended September 30, 2021 is summarized as follows: Fair value of working capital loan at December 31, 2020 $ — Issuance of working capital loan at May 20, 2021 1,000,000 Change in fair value of working capital loan 840,000 Fair value of working capital loan at June 30, 2021 1,840,000 Change in fair value of working capital loan 28,000 Fair value of working capital loan at September 30, 2021 $ 1,868,000 The valuation methodologies for the warrants, working capital loan and forward purchase agreement included in Derivative Liabilities include certain significant unobservable inputs, resulting in such valuations to be classified as Level 3 in the fair value measurement hierarchy. The methodologies include a probability of a successful business combination, which was determined to be 30% as of September 30, 2022. The warrant valuation models also include expected volatility, which can vary depending on where the Company stands in identifying a business combination target. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since September 2020. For public warrants and when such warrants are not yet trading and we do not have observed pricing in public markets, we assume a volatility based on research on SPAC warrants and the implied volatilities shortly after they start trading. The volatility of the private placement warrants may vary from the volatility of the public warrants depending on the specific characteristics of the public and private placement warrants. As of September 30, 2022, we assumed a volatility based on the implied volatility of the Public Warrants issued by the Company. As of December 30, 2021 we assumed a weighted average volatility based on (a) the median volatility of the Russell 3000 constituents and (b) the implied volatility of the Public Warrants issued by the Company. The following tables provide quantitative information regarding Level 3 fair value measurement inputs at the measurement dates: As of September 30, As of December 31, Private Warrants 2022 2021 Stock price $ 9.93 $ 9.88 Volatility 2.5 % 30.0 % Expected life of the options to convert 5.1 5.3 Risk-free rate 4.1 % 1.3 % Dividend yield 0.0 % 0.0 % As of September 30, As of December 31, Forward Purchase Agreements 2022 2021 Stock price $ 9.93 $ 9.88 Probability of closing 30.0 % 80.0 % Discount term 0.35 0.75 Risk-free rate 3.6 % 0.3 % As of September 30, As of December 31, Working Capital Loan 2022 2021 Stock price $ 9.93 $ 9.88 Volatility 2.5 % 30.0 % Expected life of the options to convert 5.0 5.0 Risk-free rate 4.1 % 1.3 % Dividend yield 0.0 % 0.0 % Probability of merger closing 30.0 % 80.0 % |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 10 - Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued, require potential adjustment to or disclosure in the unaudited condensed financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed, except as noted below. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2022. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (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 stockholder 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 an emerging growth 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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. As of September 30, 2022 and December 31, 2021, the Company did not hold any cash equivalents. |
Investment Securities Held in Trust Account | Investment Securities Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Investments held in Trust Account are classified as trading securities, which are presented on the accompanying condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of trading securities is included in gain on investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. The Trust Account may also contain balances of cash as result of investment activity. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, including, but not limited to, derivative assets and liabilities, at the date of the financial statement. 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. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the accompanying condensed balance sheets, except for derivative liabilities (see Note 9). |
Fair Value Measurements | Fair Value Measurements The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Working Capital Loan | Working Capital Loan The Company has elected the fair value option to account for its working capital loan with its Sponsor as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in the fair value of the conversion feature are recorded as change in the fair value of working capital loan on the accompanying condensed balance sheets and change in fair value of derivative liabilities in the accompanying unaudited condensed statements of operations. The fair value of the conversion feature is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. The working capital loan is convertible into warrants upon a successful business combination at the option of the Sponsor. In the event of an unsuccessful business combination, the working capital loan is forgiven and expires worthless. The working capital loan is classified on the accompanying condensed balance sheets as a non-current liability as the Company does not expect to the settle the liability with current assets. |
Non-current Accounts Payable and Accrued Expenses | Non-current Accounts Payable and Accrued Expenses Non-current accounts payable and accrued expenses include fees incurred with certain vendors where settlement or liquidation of amounts due is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Derivative Liabilities | Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities. The Company also entered into a Forward Purchase Agreement which is classified as a Derivative Liability. The Forward Purchase Agreement provides for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-twentieths In the event of an unsuccessful business combination, the warrants will expire worthless, with no liability due and a reversal of the accumulated deficit. For equity-linked contracts that are classified as assets or liabilities, we record the fair value of the equity-linked contracts at each condensed balance sheet date and record the change in the condensed statement of operations as a (gain) loss on change in fair value of derivative liabilities. Our public warrants were initially valued using a binomial lattice pricing model and have subsequently been measured based on the listed market price of such warrants. Our Private Placement Warrants are valued using a Black-Scholes pricing model. Our Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend rate, expiration dates and risk-free rates. The estimates used to calculate the fair value of our derivative liabilities change at each condensed balance sheet date based on our stock price and other assumptions described above. If our assumptions change or we experience significant volatility in our stock price or interest rates, the fair value calculated from one condensed balance sheet period to the next could be materially different. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the accompanying unaudited condensed statements of operations. Offering costs associated with the issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. These offering costs are only payable in the event of a successful business combination. |
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 ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 40,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the accompanying condensed balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net income (loss) per ordinary share | Net income (loss) per ordinary share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 18,100,000 Class A ordinary shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022 and 2021. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 2,712,214 $ 1,014,974 $ 20,439,881 $ 7,649,086 Denominator: Basic and diluted weighted average common shares outstanding 40,250,000 15,062,500 40,250,000 15,062,500 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.51 $ 0.51 For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ 1,961,358 $ 733,986 $ (4,473,370) $ (1,898,771) Denominator: Basic and diluted weighted average common shares outstanding 40,250,000 15,062,500 35,089,744 14,894,231 Basic and diluted net loss per common share $ 0.05 $ 0.05 $ (0.13) $ (0.13) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Reconciliation of Net Loss per Common Share | For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 2,712,214 $ 1,014,974 $ 20,439,881 $ 7,649,086 Denominator: Basic and diluted weighted average common shares outstanding 40,250,000 15,062,500 40,250,000 15,062,500 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.51 $ 0.51 For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ 1,961,358 $ 733,986 $ (4,473,370) $ (1,898,771) Denominator: Basic and diluted weighted average common shares outstanding 40,250,000 15,062,500 35,089,744 14,894,231 Basic and diluted net loss per common share $ 0.05 $ 0.05 $ (0.13) $ (0.13) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption | |
Schedule of reconciliation of shares subject to possible redemption | As of September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross Proceeds $ 402,500,000 Less: Offering costs allocated to Class A shares subject to possible redemption (22,089,093) Proceeds allocated to Public Warrants at issuance (12,397,000) Plus: Accretion on Class A ordinary shares subject to possible redemption 34,486,093 Class A ordinary shares subject to possible redemption as of December 31, 2021 402,500,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 2,438,056 Class A ordinary shares subject to possible redemption as of September 30, 2022 $ 404,938,056 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis | September 30, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable (Level 1) (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 352,838,461 $ — $ — Liabilities: Derivative warrant liabilities - Public 1,449,000 — — Derivative warrant liabilities - Private — — 1,809,000 Derivative liabilities – Forward purchase agreement — — 844,000 Working capital loan — — 281,000 December 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable (Level 1) (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 352,476,525 $ — $ — Liabilities: Derivative warrant liabilities - Public 8,774,500 — — Derivative warrant liabilities - Private — — 18,793,500 Derivative liabilities - Forward purchase agreement — — 1,697,000 Working capital loan — — 1,877,000 (1) Excludes $50,293,082 and $50,004,352 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value and $1,906,513 and $127,280 in cash at September 30, 2022 and December 31, 2021, respectively. |
Summary of change in the fair value of the Level 3 derivative warrant liabilities | Derivative warrant Forward purchase liabilities agreement Total Derivative (assets) liabilities at December 31, 2021 $ 18,793,500 $ 1,697,000 $ 20,490,500 Change in fair value of derivative warrant liabilities (5,326,500) — (5,326,500) Change in fair value of forward purchase agreement — (1,236,000) (1,236,000) Derivative (assets) liabilities at March 31, 2022 13,467,000 461,000 13,928,000 Change in fair value of derivative warrant liabilities (10,351,500) — (10,351,500) Change in fair value of forward purchase agreement — (77,000) (77,000) Derivative (assets) liabilities at June 30, 2022 3,115,500 384,000 3,499,500 Change in fair value of derivative warrant liabilities (1,306,500) — (1,306,500) Change in fair value of forward purchase agreement — 460,000 460,000 Derivative (assets) liabilities at September 30, 2022 $ 1,809,000 $ 844,000 $ 2,653,000 Derivative warrant Forward purchase liabilities agreement Total Derivative (assets) liabilities at December 31, 2020 $ — $ — $ — Issuance of Public and Private Placement Warrants 22,447,000 — 22,447,000 Initial value of forward purchase agreement recognized as change in fair value of derivative assets and liabilities — 9,138,000 9,138,000 Initial value recognized in additional paid-in-capital 10,150,500 — 10,150,500 Change in fair value of derivative warrant liabilities (5,149,500) — (5,149,500) Change in fair value of forward purchase agreement — (10,262,000) (10,262,000) Transfer of Public Warrants to Level 1 (9,257,500) — (9,257,500) Derivative (assets) liabilities at March 31, 2021 $ 18,190,500 $ (1,124,000) $ 17,066,500 Change in fair value of derivative warrant liabilities 301,500 — 301,500 Change in fair value of forward purchase agreement — 1,567,000 1,567,000 Derivative (assets) liabilities at June 30, 2021 18,492,000 443,000 18,935,000 Change in fair value of derivative warrant liabilities 100,500 — 100,500 Change in fair value of forward purchase agreement — (988,000) (988,000) Derivative (assets) liabilities at September 30, 2021 $ 18,592,500 $ (545,000) $ 18,047,500 |
Schedule of changes in fair value of working capital loan | The change in the fair value of the working capital loan measured with Level 3 inputs for the nine months ended September 30, 2022 is summarized as follows: Fair value of working capital loan at December 31, 2021 $ 1,877,000 Change in fair value of working capital loan (533,000) Fair value of working capital loan at March 31, 2022 1,344,000 Change in fair value of working capital loan (693,000) Fair value of working capital loan at June 30, 2022 651,000 Change in fair value of working capital loan (370,000) Fair value of working capital loan at September 30, 2022 $ 281,000 Fair value of working capital loan at December 31, 2020 $ — Issuance of working capital loan at May 20, 2021 1,000,000 Change in fair value of working capital loan 840,000 Fair value of working capital loan at June 30, 2021 1,840,000 Change in fair value of working capital loan 28,000 Fair value of working capital loan at September 30, 2021 $ 1,868,000 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The following tables provide quantitative information regarding Level 3 fair value measurement inputs at the measurement dates: As of September 30, As of December 31, Private Warrants 2022 2021 Stock price $ 9.93 $ 9.88 Volatility 2.5 % 30.0 % Expected life of the options to convert 5.1 5.3 Risk-free rate 4.1 % 1.3 % Dividend yield 0.0 % 0.0 % As of September 30, As of December 31, Forward Purchase Agreements 2022 2021 Stock price $ 9.93 $ 9.88 Probability of closing 30.0 % 80.0 % Discount term 0.35 0.75 Risk-free rate 3.6 % 0.3 % As of September 30, As of December 31, Working Capital Loan 2022 2021 Stock price $ 9.93 $ 9.88 Volatility 2.5 % 30.0 % Expected life of the options to convert 5.0 5.0 Risk-free rate 4.1 % 1.3 % Dividend yield 0.0 % 0.0 % Probability of merger closing 30.0 % 80.0 % |
Description of Organization a_2
Description of Organization and Business Operations - Financing (Details) | 9 Months Ended | ||
Feb. 05, 2021 USD ($) D $ / shares shares | Sep. 30, 2022 item shares | May 20, 2021 USD ($) | |
Subsidiary, Sale of Stock | |||
Condition for future business combination number of businesses minimum | item | 1 | ||
Share price (in US$ per share) | $ / shares | $ 10 | ||
Principal deposited in Trust Account | $ 402,500,000 | ||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 185 days | ||
Minimum market value of acquiree to net asset held in Trust Account (as a percent) | 80% | ||
Minimum post-business combination ownership (as a percent) | 50% | ||
Maturity period of investments in money market funds | 2 days | ||
Minimum net tangible asset upon consummation of business combination | $ 5,000,001 | ||
Minimum percentage of shares requiring prior consent by entity | 15% | ||
Public shares to be redeemed if business combination is not completed (as a percent) | 100% | ||
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | ||
Threshold business days for redemption of shares of trust account | D | 10 | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
Working capital loans | |||
Subsidiary, Sale of Stock | |||
Unsecured debt | $ 1,000,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock | |||
Sale of units in initial public offering, gross (in shares) | shares | 40,250,000 | 5,250,000 | |
Proceeds from issuance of shares | $ 402,500,000 | ||
Incurred offering costs | 22,700,000 | ||
Underwriting commissions | $ 14,100,000 | ||
Share price (in US$ per share) | $ / shares | $ 10 | ||
Private Placement | |||
Subsidiary, Sale of Stock | |||
Number of warrants to purchase shares issued (in shares) | shares | 10,050,000 | ||
Price of warrants (in dollars per share) | $ / shares | $ 1 | ||
Proceeds from issuance of warrants | $ 10,100,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock | |||
Sale of units in initial public offering, gross (in shares) | shares | 5,250,000 | ||
Public Shares | |||
Subsidiary, Sale of Stock | |||
Share price (in US$ per share) | $ / shares | $ 10 |
Description of Organization a_3
Description of Organization and Business Operations - Liquidity (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Feb. 05, 2021 | |
Related Party Transaction | ||
Amount available in operating bank account | $ 451,000 | |
Working capital | 317,000 | |
Loan amount from Sponsor outstanding | $ 181,000 | |
Notes Payable to Sponsor | ||
Related Party Transaction | ||
Loan amount from Sponsor outstanding | $ 181,000 | |
Working capital loans | ||
Related Party Transaction | ||
Proceeds received from note payable to related party | $ 25,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash equivalents | $ 0 | $ 0 |
Net asset value per share | $ 1 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | 0 |
Unrecognized tax benefits | $ 0 | $ 0 |
Class A ordinary shares subject to redemption | ||
Class A ordinary shares subject to possible redemption | 40,250,000 | 40,250,000 |
Forward Purchase Agreement | ||
Units issued during the period, value | $ 200,000,000 | |
Number of shares per unit | 1 | |
Number of warrants in a unit | 0.15 | |
Number of shares called by each warrants (in shares) | 1 | |
Exercise price of warrant | $ 11.50 | |
Purchase price per unit | $ 10 | |
Forward Purchase Agreement | Class A ordinary shares | ||
Number of shares per unit | 1 | |
Number of shares called by each warrants (in shares) | 1 | |
Exercise price of warrant | $ 11.50 | |
Private Placement Warrants | ||
Number of shares called by each warrants (in shares) | 1 | |
Exercise price of warrant | $ 11.50 | |
Public Warrants | ||
Exercise price of warrant | $ 11.50 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Anti-dilutive securities attributable to warrants (in shares) | 18,100,000 | |||||||
Allocation of net income (loss) | $ 3,727,188 | $ 13,739,522 | $ 10,622,257 | $ 2,695,344 | $ (4,023,943) | $ (5,043,542) | $ 28,088,967 | $ (6,372,141) |
Class A ordinary shares | ||||||||
Allocation of net income (loss) | $ 2,712,214 | $ 1,961,358 | $ 20,439,881 | $ (4,473,370) | ||||
Basic weighted average shares outstanding | 40,250,000 | 40,250,000 | 40,250,000 | 35,089,744 | ||||
Diluted weighted average shares outstanding | 40,250,000 | 40,250,000 | 40,250,000 | 35,089,744 | ||||
Basic net income (loss) per ordinary share | $ 0.07 | $ 0.05 | $ 0.51 | $ (0.13) | ||||
Diluted net income (loss) per ordinary share | $ 0.07 | $ 0.05 | $ 0.51 | $ (0.13) | ||||
Class B ordinary shares | ||||||||
Allocation of net income (loss) | $ 1,014,974 | $ 733,986 | $ 7,649,086 | $ (1,898,771) | ||||
Basic weighted average shares outstanding | 15,062,500 | 15,062,500 | 15,062,500 | 14,894,231 | ||||
Diluted weighted average shares outstanding | 15,062,500 | 15,062,500 | 15,062,500 | 14,894,231 | ||||
Basic net income (loss) per ordinary share | $ 0.07 | $ 0.05 | $ 0.51 | $ (0.13) | ||||
Diluted net income (loss) per ordinary share | $ 0.07 | $ 0.05 | $ 0.51 | $ (0.13) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Feb. 05, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock | ||
Price per share | $ 10 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock | ||
Number of units sold in initial public offering | 40,250,000 | 5,250,000 |
Price per share | $ 10 | |
Proceeds from issuance of shares | $ 402.5 | |
Incurred offering costs | 22.7 | |
Underwriting commissions | $ 14.1 | |
Exercise price of warrants | $ 11.50 | |
Number of Class A ordinary share in each unit | 1 | |
Warrant in each unit (as percent) | 20% | |
Number of shares called by each warrants (in shares) | 1 | |
Over-allotment option | ||
Subsidiary, Sale of Stock | ||
Number of units sold in initial public offering | 5,250,000 |
Related Party Transactions - Fo
Related Party Transactions - Forward Purchase Agreement (Details) - Forward Purchase Agreement | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Related Party Transaction | |
Units issued during the period, value | $ | $ 200,000,000 |
Number of shares in a unit | 1 |
Number of warrants in a unit | 0.15 |
Number of shares per warrant | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Purchase price per unit | $ / shares | $ 10 |
Related Party Transactions - _2
Related Party Transactions - Founder Shares (Details) - USD ($) | 9 Months Ended | |||||||
Apr. 29, 2022 | Jun. 24, 2021 | Jan. 14, 2021 | Jan. 13, 2021 | Aug. 14, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 05, 2021 | |
Class A ordinary shares | ||||||||
Related Party Transaction | ||||||||
Common Stock, Shares, Outstanding | 40,250,000 | 40,250,000 | ||||||
Class B ordinary shares | ||||||||
Related Party Transaction | ||||||||
Common Stock, Shares, Outstanding | 15,062,500 | 15,062,500 | ||||||
Founder Shares | Class B ordinary shares | ||||||||
Related Party Transaction | ||||||||
Number of Founder Shares no longer subject to forfeiture | 1,312,500 | |||||||
Founder Shares | Sponsor | ||||||||
Related Party Transaction | ||||||||
Shares subject to forfeiture | 1,312,500 | |||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Founder Shares | Sponsor | Class A ordinary shares | ||||||||
Related Party Transaction | ||||||||
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) | $ 12 | |||||||
Founder Shares | Sponsor | Class B ordinary shares | ||||||||
Related Party Transaction | ||||||||
Number of shares issued | 22,250,000 | |||||||
Aggregate purchase price | $ 0 | $ 25,000 | ||||||
Purchase price, per unit | $ 0.001 | |||||||
Number of shares surrender | 7,187,500 | |||||||
Common Stock, Shares, Outstanding | 15,062,500 | |||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | |||||||
Founder Shares | Sponsor | Matthew Mannelly | ||||||||
Related Party Transaction | ||||||||
Number of shares transferred (in shares) | 40,000 | 40,000 | 40,000 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Feb. 05, 2021 | Sep. 30, 2022 | |
Private Placement Warrants | ||
Related Party Transaction | ||
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
Private Placement | ||
Related Party Transaction | ||
Number of warrants to purchase shares issued (in shares) | 10,050,000 | |
Aggregate purchase price | $ 10.1 | |
Private Placement | Private Placement Warrants | ||
Related Party Transaction | ||
Number of warrants to purchase shares issued (in shares) | 10,050,000 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 10.1 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
May 20, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 05, 2021 | Aug. 14, 2020 | |
Related Party Transaction | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Outstanding balance of related party note | $ 181,000 | ||||
Unsecured Promissory Notes Issued | $ 1,000,000 | ||||
Working capital loans warrant | |||||
Related Party Transaction | |||||
Loans convertible into warrants | $ 2,500,000 | ||||
Price of warrants (in dollars per share) | $ 1 | ||||
Proceeds received from note payable to related party | $ 1,000,000 | $ 1,000,000 | |||
Fair value of working capital loan | $ 281,000 | $ 1,900,000 |
Related Party Transactions - Ad
Related Party Transactions - Administrative Support Agreement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction | |||||
General and administrative expenses | $ 332,743 | $ 302,433 | $ 1,099,932 | $ 1,104,241 | |
Accrued expenses - related party | 399,286 | 399,286 | $ 219,286 | ||
Administrative Support Agreement | |||||
Related Party Transaction | |||||
Accrued expenses - related party | 399,000 | 399,000 | $ 219,000 | ||
Administrative Support Agreement | |||||
Related Party Transaction | |||||
Office space, secretarial and administrative services per month | 20,000 | ||||
General and administrative expenses | 60,000 | 60,000 | |||
Accrued expenses - related party | $ 180,000 | $ 159,000 | $ 180,000 | $ 159,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended | ||
Feb. 05, 2021 shares | Sep. 30, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 USD ($) | |
Other Commitments [Line Items] | |||
Threshold number of days granted to the underwriter from the day of IPO | D | 45 | ||
Underwriting cash discount per unit | $ / shares | $ 0.20 | ||
Underwriter cash discount | $ 8,100,000 | ||
Deferred underwriting commission (in dollars per unit) | $ / shares | $ 0.35 | ||
Deferred underwriting commissions in connection with the initial public offering | $ 14,100,000 | ||
Deferred legal fees | $ 534,000 | $ 459,000 | |
Initial Public Offering. | |||
Other Commitments [Line Items] | |||
Units Issued During Period, Shares, New Issues | shares | 40,250,000 | 5,250,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Reconciliation Of Shares Subject To Possible Redemption | |||
Accretion on Class A ordinary shares subject to possible redemption | $ 34,486,093 | ||
Class A ordinary shares | |||
Class of Stock [Line Items] | |||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | |
Ordinary shares, par value (per share) | $ 0.0001 | $ 0.0001 | |
Votes per share | one | ||
Class A ordinary shares subject to possible redemption | |||
Class of Stock [Line Items] | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 40,250,000 | 40,250,000 | |
Reconciliation Of Shares Subject To Possible Redemption | |||
Gross Proceeds | $ 402,500,000 | $ 402,500,000 | |
Offering costs allocated to Class A shares subject to possible redemption | (22,089,093) | (22,089,093) | |
Proceeds allocated to Public Warrants at issuance | (12,397,000) | (12,397,000) | |
Accretion on Class A ordinary shares subject to possible redemption | 34,486,093 | 34,486,093 | |
Class A ordinary shares subject to possible redemption | 402,500,000 | ||
Increase in redemption value of Class A ordinary shares subject to possible redemption | 2,438,056 | ||
Class A ordinary shares subject to possible redemption | $ 404,938,056 | $ 402,500,000 |
Shareholders' Deficit - Preferr
Shareholders' Deficit - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Shareholders' Deficit | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) | 9 Months Ended | |
Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class A ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 40,250,000 | 40,250,000 |
Common shares, shares outstanding (in shares) | 40,250,000 | 40,250,000 |
Class B ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 15,062,500 | 15,062,500 |
Common shares, shares outstanding (in shares) | 15,062,500 | 15,062,500 |
Aggregated shares issued upon converted basis (in percent) | 20% | |
Ratio to be applied to the stock in the conversion | 1 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 shares | |
Forward Purchase Agreement | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 11.50 | |
Units issued during the period, value | $ | $ 200,000,000 | |
Number of shares per unit | shares | 1 | |
Number of warrants in a unit | shares | 0.15 | |
Number of shares called by each warrants (in shares) | shares | 1 | |
Purchase price per unit | $ 10 | |
Class A ordinary shares | Forward Purchase Agreement | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 11.50 | |
Number of shares per unit | shares | 1 | |
Number of shares called by each warrants (in shares) | shares | 1 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants, outstanding | shares | 10,050,000 | 10,050,000 |
Exercise price of warrant | $ 11.50 | |
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 | |
Number of shares called by each warrants (in shares) | shares | 1 | |
Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants, outstanding | shares | 8,050,000 | 8,050,000 |
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the public offering | 12 months | |
Exercise price of warrant | $ 11.50 | |
Public Warrants expiration term | 5 years | |
Maximum period after business combination in which to file registration statement | 20 days | |
Maximum threshold period for registration statement to become effective after business combination | 60 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Redemption period | 30 days |
Fair Value Measurements - Fair
Fair Value Measurements - Fair values of assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Derivative warrant liabilities | $ 4,102,000 | $ 29,265,000 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | 1,449,000 | 8,774,500 |
Level 1 | U.S. Treasury Securities | Recurring | ||
Assets: | ||
Investments held in Trust Account | 352,838,461 | 352,476,525 |
Level 3 | Recurring | ||
Liabilities: | ||
Working capital loan | 281,000 | 1,877,000 |
Level 3 | Recurring | Forward Purchase Agreement | ||
Liabilities: | ||
Derivative warrant liabilities | 844,000 | 1,697,000 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | $ 1,809,000 | $ 18,793,500 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of derivative warrant liabilities (Details) - Level 3 - Recurring - USD ($) | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||||
Derivative (assets) liabilities, beginning balance | $ 3,499,500 | $ 13,928,000 | $ 20,490,500 | $ 18,935,000 | $ 17,066,500 | |
Issuance of Public and Private Placement Warrants | $ 22,447,000 | |||||
Initial value of forward purchase agreement recognized as change in fair value of derivative assets and liabilities | 9,138,000 | |||||
Initial excess fair value of Private Placement Warrants recognized in additional paid-in-capital | 10,150,500 | |||||
Change in fair value of derivative warrant liabilities | (1,306,500) | (10,351,500) | (5,326,500) | 100,500 | 301,500 | (5,149,500) |
Change in fair value of forward purchase agreement | 460,000 | (77,000) | (1,236,000) | (988,000) | 1,567,000 | (10,262,000) |
Transfer of Public Warrants to Level 1 | (9,257,500) | |||||
Derivative (assets) liabilities, ending balance | 2,653,000 | 3,499,500 | 13,928,000 | 18,047,500 | 18,935,000 | 17,066,500 |
Forward Purchase Agreement | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||||
Derivative (assets) liabilities, beginning balance | 384,000 | 461,000 | 1,697,000 | 443,000 | (1,124,000) | |
Initial value of forward purchase agreement recognized as change in fair value of derivative assets and liabilities | 9,138,000 | |||||
Change in fair value of forward purchase agreement | 460,000 | (77,000) | (1,236,000) | (988,000) | 1,567,000 | (10,262,000) |
Derivative (assets) liabilities, ending balance | 844,000 | 384,000 | 461,000 | (545,000) | 443,000 | (1,124,000) |
Derivative Warrant Liabilities | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||||
Derivative (assets) liabilities, beginning balance | 3,115,500 | 13,467,000 | 18,793,500 | 18,492,000 | 18,190,500 | |
Issuance of Public and Private Placement Warrants | 22,447,000 | |||||
Initial excess fair value of Private Placement Warrants recognized in additional paid-in-capital | 10,150,500 | |||||
Change in fair value of derivative warrant liabilities | (1,306,500) | (10,351,500) | (5,326,500) | 100,500 | 301,500 | (5,149,500) |
Transfer of Public Warrants to Level 1 | (9,257,500) | |||||
Derivative (assets) liabilities, ending balance | $ 1,809,000 | $ 3,115,500 | $ 13,467,000 | $ 18,592,500 | $ 18,492,000 | $ 18,190,500 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair value of working capital loans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value, beginning balance | $ 651,000 | $ 1,344,000 | $ 1,877,000 | ||
Change in fair value of working capital loan | (370,000) | (693,000) | (533,000) | ||
Fair value, ending balance | $ 281,000 | $ 651,000 | $ 1,344,000 | ||
Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value, beginning balance | $ 1,840,000 | $ 0 | |||
Issuance of working capital loan | 1,000,000 | ||||
Change in fair value of working capital loan | 28,000 | 840,000 | |||
Fair value, ending balance | $ 1,868,000 | $ 1,840,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash | $ 1,906,513 | $ 1,906,513 | $ 1,906,513 | $ 127,280 | ||
Change in fair value of derivative liabilities | 2,200,000 | $ 3,000,000 | 26,800,000 | $ 4,600,000 | ||
Probability of a successful business | 30% | |||||
Fair value assets level 1 to level 2 transfers | $ 0 | 0 | 0 | |||
Fair value assets level 2 to level 1 transfers | 0 | 0 | 0 | |||
Fair value assets transferred into (out of) level 3 | 0 | |||||
U.S. Treasury Securities | NAV Method | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Amount of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value | $ 50,293,082 | $ 50,293,082 | $ 50,293,082 | $ 50,004,352 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 | Sep. 30, 2022 Y $ / shares | Dec. 31, 2021 $ / shares Y |
Private Warrant | Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | $ / shares | 9.93 | 9.88 |
Private Warrant | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | 2.5 | 30 |
Private Warrant | Expected life of the options to convert | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | 5.1 | 5.3 |
Private Warrant | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | 4.1 | 1.3 |
Private Warrant | Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | 0 | 0 |
Forward Purchase Agreements | Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | $ / shares | 9.93 | 9.88 |
Forward Purchase Agreements | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | 3.6 | 0.3 |
Forward Purchase Agreements | Probability of Merger Closing | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | 30 | 80 |
Forward Purchase Agreements | Discount term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | 0.35 | 0.75 |
Working Capital Loans. | Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | 9.93 | 9.88 |
Working Capital Loans. | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | 2.5 | 30 |
Working Capital Loans. | Expected life of the options to convert | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | 5 | 5 |
Working Capital Loans. | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | 4.1 | 1.3 |
Working Capital Loans. | Probability of Merger Closing | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | 30 | 80 |
Working Capital Loans. | Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value measurement inputs at the measurement dates | 0 | 0 |