Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 23, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity File Number | 001-39410 | ||
Entity Registrant Name | CC Neuberger Principal Holdings III | ||
Entity Incorporation, State or Country Code | KY | ||
Entity Tax Identification Number | 98-1552405 | ||
Entity Address, Address Line One | 200 Park Avenue, 58th Floor | ||
Entity Address, City or Town | New York | ||
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 | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
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 | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 396 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York, New York | ||
ICFR Auditor Attestation Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant | |||
Document and Entity Information | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant | ||
Trading Symbol | PRPC.WS | ||
Security Exchange Name | NYSE | ||
Class A ordinary shares | |||
Document and Entity Information | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | PRPC | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 4,537,338 | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |||
Document and Entity Information | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | PRPC WS | ||
Security Exchange Name | NYSE | ||
Class B ordinary shares | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 15,062,500 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 399,123 | $ 908,154 |
Prepaid expenses | 69,350 | 875,001 |
Total current assets | 468,473 | 1,783,155 |
Cash and investments held in Trust Account | 408,518,813 | 402,608,157 |
Total Assets | 408,987,286 | 404,391,312 |
Current liabilities: | ||
Accounts payable | 3,908 | 9,568 |
Accrued expenses | 28,691 | 211,866 |
Due to related party | 459,286 | 219,286 |
Total current liabilities | 491,885 | 440,720 |
Non-current accounts payable and accrued expenses | 576,939 | 459,275 |
Working capital loan | 72,000 | 1,877,000 |
Deferred underwriting commissions | 14,087,500 | 14,087,500 |
Derivative liabilities | 1,444,000 | 29,265,000 |
Total liabilities | 16,672,324 | 46,129,495 |
Commitments and Contingencies | ||
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding at December 31, 2022 and 2021, respectively | ||
Accumulated deficit | (16,105,357) | (44,239,689) |
Total shareholders' deficit | (16,103,851) | (44,238,183) |
Total Liabilities and Shareholders' Deficit | 408,987,286 | 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 $10.15 and $10.00 per share at December 31, 2022 and 2021, respectively | 408,418,813 | 402,500,000 |
Class B ordinary shares | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 1,506 | $ 1,506 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 | 0 |
Ordinary shares, shares outstanding | 40,250,000 | 0 |
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 | $ 10.15 | $ 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 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expenses | $ 1,483,511 | $ 1,440,473 |
Loss from operations | (1,483,511) | (1,440,473) |
Other income (expense): | ||
Change in fair value of derivative asset and liabilities | 29,626,000 | (7,695,000) |
Financing costs | (736,170) | |
Interest income and unrealized gain on investments held in Trust Account | 5,910,656 | 108,157 |
Total other income (expense) | 35,536,656 | (8,323,013) |
Net income (loss) | $ 34,053,145 | $ (9,763,486) |
Class A ordinary shares | ||
Other income (expense): | ||
Basic weighted ordinary shares outstanding | 40,250,000 | 36,390,411 |
Diluted weighted average ordinary shares outstanding | 40,250,000 | 36,390,411 |
Basic net income (loss) per ordinary share | $ 0.62 | $ (0.19) |
Diluted net income (loss) per ordinary share | $ 0.62 | $ (0.19) |
Class B ordinary shares | ||
Other income (expense): | ||
Basic weighted ordinary shares outstanding | 15,062,500 | 14,936,644 |
Diluted weighted average ordinary shares outstanding | 15,062,500 | 14,936,644 |
Basic net income (loss) per ordinary share | $ 0.62 | $ (0.19) |
Diluted net income (loss) per ordinary share | $ 0.62 | $ (0.19) |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class B ordinary shares 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 | |||
CHANGES IN SHAREHOLDERS' DEFICIT | ||||
Accretion on Class A ordinary shares subject to possible redemption | $ (23,494) | (34,462,599) | (34,486,093) | |
Net income (loss) | (9,763,486) | (9,763,486) | ||
Balance at the end at Dec. 31, 2021 | $ 1,506 | (44,239,689) | (44,238,183) | |
Balance at the end (in shares) at Dec. 31, 2021 | 15,062,500 | |||
CHANGES IN SHAREHOLDERS' DEFICIT | ||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (5,918,813) | (5,918,813) | ||
Net income (loss) | 34,053,145 | 34,053,145 | ||
Balance at the end at Dec. 31, 2022 | $ 1,506 | $ (16,105,357) | $ (16,103,851) | |
Balance at the end (in shares) at Dec. 31, 2022 | 15,062,500 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 34,053,145 | $ (9,763,486) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of derivative asset and liabilities | (29,626,000) | 7,695,000 |
Financing costs | 736,170 | |
Interest income and unrealized gain on investments held in Trust Account | (5,910,656) | (108,157) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 805,651 | (863,605) |
Accounts payable | (5,660) | 9,568 |
Accrued expenses | (183,175) | 101,866 |
Due to related party | 240,000 | 219,286 |
Non-current accounts payable and accrued expenses | 117,664 | 141,275 |
Net cash used in operating activities | (509,031) | (1,832,083) |
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 | (509,031) | 908,154 |
Cash - beginning of the period | 908,154 | 0 |
Cash - ending of the period | $ 399,123 | 908,154 |
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, Bu
Description of Organization, Business Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization, Business Operations and Basis of Presentation | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation 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 December 31, 2022, the Company had not yet commenced operations. All activity for the period from July 24, 2020 (inception) through December 31, 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 business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirement, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to the Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. 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 by May 5, 2023, or up to twelve months from the original termination date of 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. Going Concern As of December 31, 2022, the Company had approximately $399,000 in its operating bank account and working capital deficit of approximately $23,000. 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. The Company cannot provide any assurance that new financing along the lines detailed above will be available to it on commercially acceptable terms, if at all. Further, the Company has until the end of the Combination Period to consummate a Business Combination, but the Company cannot provide assurance that it will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Basis of Presentation - Going Concern,” management has determined that the working capital deficit and mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, see Note 10 for additional information. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete its initial Business Combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after the end of the Combination Period, nor do these financial statements include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. 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 The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. 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 December 31, 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 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 investment income on Trust Account in the accompanying 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 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 balance sheet and change in fair value of derivative liabilities on the statement 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. In the event of an unsuccessful business combination, the Working Capital Loan is forgiven and expires worthless. Non-current Accounts Payable and Accrued Expenses Non-current accounts payable and accrued expenses includes 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 balance sheet date and record the change in the statements of operations as a (gain) loss on change in fair value of derivative assets and liabilities. The 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. The 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 assets and liabilities change at each 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 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 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 December 31, 2022 and 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 (deficit) section of the Company’s balance sheet. 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 December 31, 2022 and 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 year ended December 31, 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 Year Ended December 31, 2022 For the Year Ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 24,779,916 $ 9,273,229 $ (6,922,222) $ (2,841,264) Denominator: Basic and diluted weighted average ordinary shares outstanding 40,250,000 15,062,500 36,390,411 14,936,644 Basic and diluted net income (loss) per ordinary share $ 0.62 $ 0.62 $ (0.19) $ (0.19) Recently Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company's condensed financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3—Initial Public Offering 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 | 12 Months Ended |
Dec. 31, 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 to occur concurrently with the closing of the initial Business Combination. The obligations under the Forward Purchase Agreement will not depend on whether any Class A ordinary shares are redeemed by the Public Shareholder. 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 for approximately $0.001 per share. 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 December 31, 2022 and 2021, $1.0 million and $1.0 million, respectively, was drawn on the working capital loan, presented at its fair value of approximately $72,000 and $1.9 million, respectively, on the accompanying 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 $240,000 and $219,000 in general and administrative expenses in the accompanying statements of operations for the years ended December 31, 2022 and 2021, respectively, and approximately $459,000 and $219,000 was included in Due to related party on the accompanying balance sheets as of December 31, 2022 and 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 5—Commitments & 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 and December 31, 2022 and 2021, the Company recorded an aggregate of approximately $577,000 and $459,000, respectively, in connection with such arrangement as non-current accounts payable and accrued expenses in the accompanying balance sheets. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 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 December 31, 2022 and 2021, there were 40,250,000 shares of Class A ordinary shares outstanding, all of which were subject to possible redemption and classified outside of permanent equity in the balance sheets. The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as recorded outside of permanent equity as follows: 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 5,918,813 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 408,418,813 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | Note 7 - Shareholders’ Equity Class A Ordinary Shares— issued outstanding 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. Preference Shares— outstanding |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities | |
Derivative Liabilities | Note 8 - Derivative Liabilities Warrants As of December 31, 2022 and 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 | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 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) $ 328,414,326 $ — $ — Liabilities: Derivative warrant liabilities - Public 402,500 — — Derivative warrant liabilities - Private — — 502,500 Derivative liabilities - Forward purchase agreement — — 539,000 Working capital loan — — 72,000 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 $50,714,282 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 $29,390,205 and $127,280 in cash as of December 31, 2022 and 2021, respectively. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, when the Public Warrants were separately listed and traded. There were no other 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 years ended December 31, 2022 and 2021, the Company recognized a gain/(loss) on the statements of operations resulting from an increase in the fair value of liabilities of approximately $29.6 million and ($7.7 million), respectively, presented as change in fair value of derivative assets and liabilities on the accompanying statement of operations. The change in the fair value of the Level 3 derivative warrant liabilities for the years ended December 31, 2022 and 2021 is summarized as follows: Derivative warrant Forward liabilities purchase agreement Total Derivative (assets) liabilities as of 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 (4,546,500) — (4,546,500) Change in fair value of forward purchase agreement — (7,441,000) (7,441,000) Transfer of Public Warrants to Level 1 (9,257,500) — (9,257,500) Derivative (assets) liabilities as of December 31, 2021 $ 18,793,500 $ 1,697,000 $ 20,490,500 Change in fair value of derivative warrant liabilities (18,291,000) — (18,291,000) Change in fair value of forward purchase agreement — (1,158,000) (1,158,000) Derivative (assets) liabilities as of Dcember 31, 2022 $ 502,500 $ 539,000 $ 1,041,500 The change in the fair value of the working capital loan measured with Level 3 inputs for the years ended December 31, 2022 and 2021 is summarized as follows: Fair value of working capital loan as of December 31, 2020 $ — Issuance of working capital loan at May 20, 2021 1,000,000 Change in fair value of working capital loan 877,000 Fair value of working capital loan as of December 31, 2021 1,877,000 Change in fair value of working capital loan (1,805,000) Fair value of working capital loan as of December 31, 2022 $ 72,000 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. 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 December 31, 2022, we assumed a volatility based on the implied volatility of the Public Warrants issued by the Company. As of December 31, 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 table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, As of December 31, Private Warrants 2022 2021 Stock price $ 10.10 $ 9.88 Volatility 1.2 % 30.0 % Expected life of the options to convert 5.1 5.3 Risk-free rate 4.0 % 1.3 % Dividend yield 0.0 % 0.0 % As of December 31, As of December 31, Forward Purchase Agreements 2022 2021 Stock price $ 10.10 $ 9.88 Probability of merger closing 7.5 % 80.0 % Discount term 0.25 0.75 Risk-free rate 4.0 % 0.3 % As of December 31, As of December 31, Working Capital Loan 2022 2021 Stock price $ 10.10 $ 9.88 Volatility 1.2 % 30.0 % Expected life of the options to convert 5.0 5.0 Risk-free rate 4.0 % 1.3 % Dividend yield 0.0 % 0.0 % Probability of merger closing 7.5 % 80.0 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were available to be issued. Based upon this review, the Company determined that except as disclosed below there have been no events that have occurred that would require adjustments to the disclosures in the financial statements. On February 1, 2023, the Company held an extraordinary general meeting of shareholders (the “Extension Meeting”) for the purpose of approving an amendment to the amended and restated memorandum and articles of association to extend the date by which the Company must complete a business combination from February 5, 2023, to May 5, 2023 (the “Extended Date”), and to allow the Company, without another shareholder vote, to elect to further extend the date to consummate a business combination up to nine times by an additional month each time after the Extended Date, for a total of up to nine months, to February 5, 2024, by resolution of the Company’s board of directors, if requested by the Sponsor (the “Extension”). The shareholders’ also approved to eliminate from the Company's Memorandum and Articles of Association the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001. The Extension and corresponding amendments to the amended and restated memorandum and articles of association did not impact or change any aspect of the forward purchase agreement the Company has entered into with NBOKS. In addition, the Company’s Sponsor agreed that as part of the Extension approval, the Sponsor or one or more of its affiliates, members or third-party designees, would contribute to the Company as a loan, within five Accordingly, on February 1, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,040,000 (the “ Promissory Note In connection with the Extension, the holders of 35,712,662 Class A ordinary shares, representing approximately 89% of our issued and outstanding Class A ordinary shares, for an aggregate redemption amount of approximately $362.8 million in cash. Subsequent to the redemption, 4,537,338 of our Class A ordinary shares remained outstanding. The respective Trust proceeds were placed in an interest bearing depository account at Morgan Stanley Private Bank, N.A. to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act). The Company made this decision given our understanding that the SEC has recently been taking informal positions regarding the Investment Company Act consistent with the SPAC Proposed Rules. As of the date of the financial statements were available to be issued, this depository account was earning a 3.35% interest rate, subject to change periodically. This depository account is subject to the federally insured limit of up to $250,000. Additionally, subsequent to the redemption and as of the date the financial statements were available to be issued, the Company continued to meet the minimum requirements to remain listed on the NYSE. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
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 The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. |
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 December 31, 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 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 investment income on Trust Account in the accompanying 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 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 balance sheet and change in fair value of derivative liabilities on the statement 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. In the event of an unsuccessful business combination, the Working Capital Loan is forgiven and expires worthless. |
Non-current Accounts Payable and Accrued Expenses | Non-current Accounts Payable and Accrued Expenses Non-current accounts payable and accrued expenses includes 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 balance sheet date and record the change in the statements of operations as a (gain) loss on change in fair value of derivative assets and liabilities. The 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. The 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 assets and liabilities change at each 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 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 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 December 31, 2022 and 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 (deficit) section of the Company’s balance sheet. 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 December 31, 2022 and 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 year ended December 31, 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 Year Ended December 31, 2022 For the Year Ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 24,779,916 $ 9,273,229 $ (6,922,222) $ (2,841,264) Denominator: Basic and diluted weighted average ordinary shares outstanding 40,250,000 15,062,500 36,390,411 14,936,644 Basic and diluted net income (loss) per ordinary share $ 0.62 $ 0.62 $ (0.19) $ (0.19) |
Recently Accounting Standards | Recently Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company's condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of net income (loss) per common share | For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 24,779,916 $ 9,273,229 $ (6,922,222) $ (2,841,264) Denominator: Basic and diluted weighted average ordinary shares outstanding 40,250,000 15,062,500 36,390,411 14,936,644 Basic and diluted net income (loss) per ordinary share $ 0.62 $ 0.62 $ (0.19) $ (0.19) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption | |
Schedule of reconciliation of shares subject to possible redemption | The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as recorded outside of permanent equity as follows: 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 5,918,813 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 408,418,813 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis | December 31, 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) $ 328,414,326 $ — $ — Liabilities: Derivative warrant liabilities - Public 402,500 — — Derivative warrant liabilities - Private — — 502,500 Derivative liabilities - Forward purchase agreement — — 539,000 Working capital loan — — 72,000 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 $50,714,282 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 $29,390,205 and $127,280 in cash as of December 31, 2022 and 2021, respectively. |
Summary of change in the fair value of the Level 3 derivative warrant liabilities | Derivative warrant Forward liabilities purchase agreement Total Derivative (assets) liabilities as of 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 (4,546,500) — (4,546,500) Change in fair value of forward purchase agreement — (7,441,000) (7,441,000) Transfer of Public Warrants to Level 1 (9,257,500) — (9,257,500) Derivative (assets) liabilities as of December 31, 2021 $ 18,793,500 $ 1,697,000 $ 20,490,500 Change in fair value of derivative warrant liabilities (18,291,000) — (18,291,000) Change in fair value of forward purchase agreement — (1,158,000) (1,158,000) Derivative (assets) liabilities as of Dcember 31, 2022 $ 502,500 $ 539,000 $ 1,041,500 |
Schedule of changes in fair value of working capital loan | Fair value of working capital loan as of December 31, 2020 $ — Issuance of working capital loan at May 20, 2021 1,000,000 Change in fair value of working capital loan 877,000 Fair value of working capital loan as of December 31, 2021 1,877,000 Change in fair value of working capital loan (1,805,000) Fair value of working capital loan as of December 31, 2022 $ 72,000 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, As of December 31, Private Warrants 2022 2021 Stock price $ 10.10 $ 9.88 Volatility 1.2 % 30.0 % Expected life of the options to convert 5.1 5.3 Risk-free rate 4.0 % 1.3 % Dividend yield 0.0 % 0.0 % As of December 31, As of December 31, Forward Purchase Agreements 2022 2021 Stock price $ 10.10 $ 9.88 Probability of merger closing 7.5 % 80.0 % Discount term 0.25 0.75 Risk-free rate 4.0 % 0.3 % As of December 31, As of December 31, Working Capital Loan 2022 2021 Stock price $ 10.10 $ 9.88 Volatility 1.2 % 30.0 % Expected life of the options to convert 5.0 5.0 Risk-free rate 4.0 % 1.3 % Dividend yield 0.0 % 0.0 % Probability of merger closing 7.5 % 80.0 % |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - (Details) | 12 Months Ended | |
Feb. 05, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) item D $ / shares shares | |
Description of Organization, Business Operations and Basis of Presentation | ||
Condition for future business combination number of businesses minimum | item | 1 | |
Share price (in dollar per share) | $ / shares | $ 10 | $ 10 |
Principal deposited in Trust Account | $ 402,500,000 | |
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% | |
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 business days for redemption of shares of trust account | D | 10 | |
Maximum net interest to pay dissolution expenses | $ 100,000 | |
Initial Public Offering | ||
Description of Organization, Business Operations and Basis of Presentation | ||
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 dollar per share) | $ / shares | $ 10 | |
Private Placement | Private Placement Warrants | ||
Description of Organization, Business Operations and Basis of Presentation | ||
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 | ||
Description of Organization, Business Operations and Basis of Presentation | ||
Sale of units in initial public offering, gross (in shares) | shares | 5,250,000 | |
Public Shares | ||
Description of Organization, Business Operations and Basis of Presentation | ||
Share price (in dollar per share) | $ / shares | $ 10 |
Description of Organization, _3
Description of Organization, Business Operations and Basis of Presentation - Liquidity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | May 20, 2021 | Feb. 05, 2021 | |
Description of Organization, Business Operations and Basis of Presentation | |||
Amount available in operating bank account | $ 399,000 | ||
Working capital deficit | 23,000 | ||
Loan amount from Sponsor outstanding | $ 181,000 | ||
Working Capital Loans | |||
Description of Organization, Business Operations and Basis of Presentation | |||
Proceeds received from note payable to related party | 25,000 | ||
Working capital loan | $ 1,000,000 | ||
Notes Payable to Sponsor | |||
Description of Organization, Business Operations and Basis of Presentation | |||
Loan amount from Sponsor outstanding | $ 181,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | ||
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 |
Anti-dilutive securities attributable to warrants (in shares) | 18,100,000 | |
Class A ordinary shares subject to possible redemption | ||
Summary of Significant Accounting Policies | ||
Class A ordinary shares subject to possible redemption | 40,250,000 | 40,250,000 |
Forward Purchase Agreement | ||
Summary of Significant Accounting Policies | ||
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 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of net income (loss) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A ordinary shares | ||
Summary of Significant Accounting Policies | ||
Allocation of net income (loss) | $ 24,779,916 | $ (6,922,222) |
Basic weighted ordinary shares outstanding | 40,250,000 | 36,390,411 |
Diluted weighted average ordinary shares outstanding | 40,250,000 | 36,390,411 |
Basic net income (loss) per ordinary share | $ 0.62 | $ (0.19) |
Diluted net income (loss) per ordinary share | $ 0.62 | $ (0.19) |
Class B ordinary shares | ||
Summary of Significant Accounting Policies | ||
Allocation of net income (loss) | $ 9,273,229 | $ (2,841,264) |
Basic weighted ordinary shares outstanding | 15,062,500 | 14,936,644 |
Diluted weighted average ordinary shares outstanding | 15,062,500 | 14,936,644 |
Basic net income (loss) per ordinary share | $ 0.62 | $ (0.19) |
Diluted net income (loss) per ordinary share | $ 0.62 | $ (0.19) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2022 | |
Initial Public Offering | ||
Price per share | $ 10 | $ 10 |
Initial Public Offering | ||
Initial Public Offering | ||
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 | |
Number of Class A ordinary share in each unit | 1 | |
Warrant in each unit (as percent) | 0.20% | |
Number of shares called by each warrants (in shares) | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-Allotment Units | ||
Initial Public Offering | ||
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 | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Related Party Transactions | |
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 ($) | 12 Months Ended | ||||||||
Apr. 29, 2022 | Jun. 24, 2021 | Jan. 14, 2021 | Jan. 13, 2021 | Aug. 14, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 05, 2021 | Jan. 21, 2021 | |
Class A ordinary shares | |||||||||
Related Party Transactions | |||||||||
Ordinary shares, shares outstanding | 40,250,000 | 0 | |||||||
Class B ordinary shares | |||||||||
Related Party Transactions | |||||||||
Ordinary shares, shares outstanding | 15,062,500 | 15,062,500 | |||||||
Founder Shares | Class B ordinary shares | |||||||||
Related Party Transactions | |||||||||
Number of Founder Shares no longer subject to forfeiture | 1,312,500 | ||||||||
Founder Shares | Sponsor | |||||||||
Related Party Transactions | |||||||||
Number of shares transferred (in shares) | 40,000 | 40,000 | 40,000 | ||||||
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 Transactions | |||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||||||
Founder Shares | Sponsor | Class B ordinary shares | |||||||||
Related Party Transactions | |||||||||
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 | ||||||||
Ordinary shares, 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 Transactions | |||||||||
Purchase price per unit | $ 0.001 | $ 0.001 | $ 0.001 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrants (Details) - Private Placement Warrants $ / shares in Units, $ in Millions | Feb. 05, 2021 USD ($) $ / shares shares |
Related Party Transactions | |
Number of shares per warrant | shares | 1 |
Exercise price of warrant | $ / shares | $ 11.50 |
Private Placement | |
Related Party Transactions | |
Number of warrants to purchase shares issued (in shares) | shares | 10,050,000 |
Price of warrants | $ / shares | $ 1 |
Aggregate purchase price | $ | $ 10.1 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans (Details) - USD ($) | 12 Months Ended | ||||
May 20, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 05, 2021 | Aug. 14, 2020 | |
Related Party Transactions | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Outstanding balance of related party note | $ 181,000 | ||||
Working capital loans warrant | |||||
Related Party Transactions | |||||
Loans convertible into warrants | $ 2,500,000 | ||||
Price of warrants (in dollars per share) | $ 1 | ||||
Unsecured promissory notes issued | $ 1,000,000 | ||||
Proceeds received from note payable to related party | $ 1,000,000 | $ 1,000,000 | |||
Fair value of working capital loan | $ 72,000 | $ 1,900,000 |
Related Party Transactions - Ad
Related Party Transactions - Administrative Support Agreement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions | ||
General and administrative expenses | $ 1,483,511 | $ 1,440,473 |
Accrued expenses - related party | 459,286 | 219,286 |
Administrative Support Agreement | ||
Related Party Transactions | ||
Office space, secretarial and administrative services per month | 20,000 | |
General and administrative expenses | 240,000 | 219,000 |
Accrued expenses - related party | $ 459,000 | $ 219,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | ||
Feb. 05, 2021 shares | Dec. 31, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 USD ($) | |
Other Commitments | |||
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 | $ 577,000 | $ 459,000 | |
Initial Public Offering | |||
Other Commitments | |||
Sale of units in initial public offering, gross (in shares) | shares | 40,250,000 | 5,250,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 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 | ||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Votes per share | one | |
Ordinary shares, shares issued | 40,250,000 | 0 |
Ordinary shares, shares outstanding | 40,250,000 | 0 |
Class A ordinary shares subject to possible redemption | ||
Class of Stock | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 40,250,000 | |
Reconciliation Of Shares Subject To Possible Redemption | ||
Gross Proceeds | $ 402,500,000 | |
Offering costs allocated to Class A shares subject to possible redemption | (22,089,093) | |
Proceeds allocated to Public Warrants at issuance | (12,397,000) | |
Accretion on Class A ordinary shares subject to possible redemption | 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 | 5,918,813 | |
Class A ordinary shares subject to possible redemption | $ 408,418,813 | $ 402,500,000 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Shareholders' Equity | ||
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' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) | 12 Months Ended | |
Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | |
Class A ordinary shares | ||
Class of Stock | ||
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 | 1 |
Common shares, shares issued (in shares) | 40,250,000 | 0 |
Common shares, shares outstanding (in shares) | 40,250,000 | 0 |
Class B ordinary shares | ||
Class of Stock | ||
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 | 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) | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2022 USD ($) D $ / shares shares | Dec. 31, 2022 $ / shares shares | Feb. 05, 2021 $ / shares shares | |
Forward Purchase Agreement | |||
Class of Warrant or Right | |||
Exercise price of warrant | $ 11.50 | $ 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 | 1 | |
Purchase price per unit | $ 10 | $ 10 | |
Private Placement Warrants | |||
Class of Warrant or Right | |||
Number of warrants, outstanding | shares | 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 | |||
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 | |||
Number of warrants, outstanding | shares | 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 | $ 11.50 | |
Public Warrants expiration term | 5 years | 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 | |||
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 ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Derivative warrant liabilities | $ 1,444,000 | $ 29,265,000 |
Level 1 | Fair Value, Recurring | Public Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | 402,500 | 8,774,500 |
Level 1 | US Treasury Securities | Fair Value, Recurring | ||
Assets: | ||
Investments held in Trust Account | 328,414,326 | 352,476,525 |
Level 3 | Fair Value, Recurring | ||
Liabilities: | ||
Working capital loan | 72,000 | 1,877,000 |
Level 3 | Fair Value, Recurring | Forward Purchase Agreement | ||
Liabilities: | ||
Derivative warrant liabilities | 539,000 | 1,697,000 |
Level 3 | Fair Value, Recurring | Private Placement Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | $ 502,500 | $ 18,793,500 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of derivative warrant liabilities (Details) - Level 3 - Fair Value, Recurring - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Derivative (assets) liabilities, beginning balance | $ 20,490,500 | |
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 | (18,291,000) | (4,546,500) |
Change in fair value of forward purchase agreement | (1,158,000) | (7,441,000) |
Transfer of Public Warrants to Level 1 | (9,257,500) | |
Derivative (assets) liabilities, ending balance | 1,041,500 | 20,490,500 |
Forward Purchase Agreement | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Derivative (assets) liabilities, beginning balance | 1,697,000 | |
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 | (1,158,000) | (7,441,000) |
Derivative (assets) liabilities, ending balance | 539,000 | 1,697,000 |
Derivative Warrant Liabilities | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Derivative (assets) liabilities, beginning balance | 18,793,500 | |
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 | (18,291,000) | (4,546,500) |
Transfer of Public Warrants to Level 1 | (9,257,500) | |
Derivative (assets) liabilities, ending balance | $ 502,500 | $ 18,793,500 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair value of working capital loans (Details) - Level 3 - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value, beginning balance | $ 1,877,000 | |
Issuance of working capital loan | $ 1,000,000 | |
Change in fair value of working capital loan | (1,805,000) | 877,000 |
Fair value, ending balance | $ 72,000 | $ 1,877,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash | $ 29,390,205 | $ 127,280 |
Change in fair value of derivative liabilities | 29,600,000 | 7,700,000 |
Fair value assets level 1 to level 2 transfers | 0 | |
Fair value assets level 2 to level 1 transfers | 0 | |
Fair value assets transferred into (out of) level 3 | 0 | |
US Treasury Securities | Fair Value Measured at Net Asset Value Per Share | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Amount of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value | $ 50,714,282 | $ 50,004,352 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 | Dec. 31, 2022 $ / shares Y USD ($) | Dec. 31, 2021 $ / shares Y USD ($) |
Private Warrant | Share Price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | 10.10 | 9.88 |
Private Warrant | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | 0.012 | 0.300 |
Private Warrant | Expected life | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | Y | 5.1 | 5.3 |
Private Warrant | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | 0.040 | 0.013 |
Private Warrant | Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | 0 | 0 |
Forward Purchase Agreements | Share Price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | 10.10 | 9.88 |
Forward Purchase Agreements | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | 0.040 | 0.003 |
Forward Purchase Agreements | Probability of merger closing | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | 0.075 | 0.800 |
Forward Purchase Agreements | Discount term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | $ | 0.25 | 0.75 |
Working capital loans | Share Price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | 10.10 | 9.88 |
Working capital loans | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | 0.012 | 0.300 |
Working capital loans | Expected life | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | Y | 5 | 5 |
Working capital loans | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | 0.040 | 0.013 |
Working capital loans | Probability of merger closing | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | 0.075 | 0.800 |
Working capital loans | Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value measurement inputs at the measurement dates | 0 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 06, 2023 USD ($) | Feb. 01, 2023 USD ($) item $ / shares shares | Apr. 29, 2022 shares | Jun. 24, 2021 shares | Jan. 14, 2021 shares | Dec. 31, 2022 shares |
Common Class A Subject To Redemption [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Temporary Equity, Shares Outstanding | shares | 40,250,000 | |||||
Founder Shares | Sponsor | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares transferred (in shares) | shares | 40,000 | 40,000 | 40,000 | |||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of times of additional term to extend business combination | item | 9 | |||||
Maximum net tangible assets required for redeeming public shares | $ 5,000,001 | |||||
Threshold period for deposit to be made in trust account if Extension approved | 5 days | |||||
Amount to be deposited into the trust account if extension approved | $ 360,000 | |||||
Amount contributed as a loan to be deposited into the Trust Account in the event the Company does not consummate an initial business combination by the extended Date | $ 120,000 | |||||
Subsequent Event | Common Class A Subject To Redemption [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares redeemed | shares | 35,712,662 | |||||
Percentage of issued and outstanding redeemed | 89% | |||||
Aggregate redemption amount | $ 362,800,000 | |||||
Temporary Equity, Shares Outstanding | shares | 4,537,338 | |||||
Interest rate percentage of depository account | 3.35% | |||||
Subsequent Event | Notes Payable, Other Payables [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Principal amount | $ 2,040,000 | |||||
Amount funded | $ 560,000 | |||||
Conversion price | $ / shares | $ 1 | |||||
Subsequent Event | Notes Payable, Other Payables [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Amount of note to be converted | $ 1,500,000 |