Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2023 | |
Document Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Entity Registrant Name | Leo Holdings Corp. II |
Entity Central Index Key | 0001824153 |
Entity Incorporation, State or Country Code | E9 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Address, Address Line One | Albany Financial Center, South Ocean Blvd |
Entity Address, Address Line Two | Suite #507 |
Entity Address, City or Town | Nassau |
Entity Tax Identification Number | 98-1574497 |
City Area Code | 310 |
Local Phone Number | 800-1000 |
Amendment Description | AMENDMENT NO. 2 |
Entity Primary SIC Number | 6770 |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 2355 Westwood Blvd # 422 |
Entity Address, City or Town | Los Angeles |
Entity Address, Postal Zip Code | 90064 |
City Area Code | 310 |
Local Phone Number | 800-1000 |
Contact Personnel Name | c/o Lion Capital (Americas) Inc. |
Entity Address, State or Province | CA |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 591 | $ 591 | $ 160,991 |
Prepaid expenses | 93,458 | 16,232 | 454,459 |
Total current assets | 94,049 | 16,823 | 615,450 |
Investments held in Trust Account | 47,547,084 | 380,360,382 | 375,032,984 |
Total Assets | 47,641,133 | 380,377,205 | 375,648,434 |
Current liabilities: | |||
Accounts payable | 840,400 | 363,744 | 66,516 |
Accounts payable - related party | 110,000 | 80,000 | |
Accrued expenses - related party | 231,720 | 176,804 | 0 |
Promissory Note | 720,000 | 0 | |
Total current liabilities | 1,902,120 | 620,548 | 66,516 |
Deferred underwriting commissions | 13,125,000 | 13,125,000 | 13,125,000 |
Warrant liabilities | 160,417 | 320,834 | 9,304,167 |
Total liabilities | 15,187,537 | 14,066,382 | 22,495,683 |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 9,015,160 and 37,500,000 shares issued and outstanding at approximately $10.37 and $10.14 per share of redemption value as of March 31, 2023 and December 31, 2022, respectively | 47,447,084 | 380,260,382 | 375,000,000 |
Shareholders' Deficit: | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | |||
Accumulated deficit | (14,994,425) | (13,950,496) | (21,848,186) |
Total shareholders' deficit | (14,993,488) | (13,949,559) | (21,847,249) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 47,641,133 | 380,377,205 | 375,648,434 |
Common Class A [Member] | |||
Current liabilities: | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 9,015,160 and 37,500,000 shares issued and outstanding at approximately $10.37 and $10.14 per share of redemption value as of March 31, 2023 and December 31, 2022, respectively | 47,447,084 | 380,260,382 | 375,000,000 |
Shareholders' Deficit: | |||
Ordinary shares | 0 | 0 | |
Common Class B [Member] | |||
Shareholders' Deficit: | |||
Ordinary shares | $ 937 | $ 937 | $ 937 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued | 4,575,964 | 37,500,000 | 37,500,000 |
Temporary equity shares outstanding | 4,575,964 | 37,500,000 | 37,500,000 |
Temporary equity redemption price per share | $ 10.37 | $ 10.14 | $ 10 |
Preference shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preference shares, shares issued | 0 | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Temporary equity par or stated value per share | $ 0.0001 | ||
Temporary equity shares outstanding | 4,575,964 | 37,500,000 | 37,500,000 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 0 | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 | 0 |
Shares subject to forfeiture | 0 | ||
Common Class B [Member] | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 9,375,000 | 9,375,000 | 9,375,000 |
Ordinary shares, shares outstanding | 9,375,000 | 9,375,000 | 9,375,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses | ||||
General and administrative expenses | $ 454,346 | $ 309,768 | $ 1,032,659 | $ 1,127,162 |
General and administrative expenses—related party | 30,000 | 30,000 | 120,000 | 116,246 |
Loss from operations | (484,346) | (339,768) | (1,152,659) | (1,243,408) |
Other income: | ||||
Change in fair value of warrant liabilities | 160,417 | 3,850,000 | 8,983,333 | 3,275,000 |
Offering costs associated with issuance of warrants | 0 | (425,516) | ||
Net gain from investments held in Trust Account | 706,033 | 9,248 | 5,327,398 | 32,984 |
Total Other income | 866,450 | 3,859,248 | ||
Net income | $ 382,104 | $ 3,519,480 | $ 13,158,072 | $ 1,639,060 |
Common Class A [Member] | ||||
Other income: | ||||
Weighted average ordinary shares outstanding, basic | 9,015,160 | 37,500,000 | 37,500,000 | 36,369,863 |
Weighted average ordinary shares outstanding, diluted | 9,015,160 | 37,500,000 | 37,500,000 | 36,369,863 |
Basic net income (loss) per ordinary share | $ 0.02 | $ 0.08 | $ 0.28 | $ 0.04 |
Diluted net income (loss) per ordinary share | $ 0.02 | $ 0.08 | $ 0.28 | $ 0.04 |
Common Class B [Member] | ||||
Other income: | ||||
Weighted average ordinary shares outstanding, basic | 9,375,000 | 9,375,000 | 9,375,000 | 9,356,164 |
Weighted average ordinary shares outstanding, diluted | 9,375,000 | 9,375,000 | 9,375,000 | 9,375,000 |
Basic net income (loss) per ordinary share | $ 0.02 | $ 0.08 | $ 0.28 | $ 0.04 |
Diluted net income (loss) per ordinary share | $ 0.02 | $ 0.08 | $ 0.28 | $ 0.04 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] |
Beginning balance at Dec. 31, 2020 | $ (8,878) | $ 23,994 | $ (33,878) | $ 0 | $ 1,006 | |
Beginning balance, shares at Dec. 31, 2020 | 0 | 10,062,500 | ||||
Excess cash received over the fair value of the private warrants | 4,733,333 | 4,733,333 | ||||
Ordinary shares forfeited | 69 | $ (69) | ||||
Ordinary shares forfeited, shares | (687,500) | |||||
Accretion on Class A ordinary shares subject to possible redemption amount | (28,210,764) | (4,757,396) | (23,453,368) | |||
Net income | 1,639,060 | 1,639,060 | ||||
Ending balance at Dec. 31, 2021 | (21,847,249) | 0 | (21,848,186) | $ 0 | $ 937 | |
Ending balance, shares at Dec. 31, 2021 | 0 | 9,375,000 | ||||
Net income | 3,519,480 | 3,519,480 | ||||
Ending balance at Mar. 31, 2022 | (18,327,769) | 0 | (18,328,706) | $ 0 | $ 937 | |
Ending balance, shares at Mar. 31, 2022 | 0 | 9,375,000 | ||||
Beginning balance at Dec. 31, 2021 | (21,847,249) | 0 | (21,848,186) | $ 0 | $ 937 | |
Beginning balance, shares at Dec. 31, 2021 | 0 | 9,375,000 | ||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (5,260,382) | (5,260,382) | $ 5,260,382 | |||
Net income | 13,158,072 | 13,158,072 | ||||
Ending balance at Dec. 31, 2022 | (13,949,559) | 0 | (13,950,496) | $ 0 | $ 937 | |
Ending balance, shares at Dec. 31, 2022 | 0 | 9,375,000 | ||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (1,426,033) | (1,426,033) | $ 1,426,033 | |||
Net income | 382,104 | 382,104 | ||||
Ending balance at Mar. 31, 2023 | $ (14,993,488) | $ 0 | $ (14,994,425) | $ 0 | $ 937 | |
Ending balance, shares at Mar. 31, 2023 | 0 | 9,375,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income | $ 382,104 | $ 3,519,480 | $ 13,158,072 | $ 1,639,060 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Change in fair value of warrant liabilities | (160,417) | (3,850,000) | (8,983,333) | (3,275,000) |
Offering costs associated with issuance of warrants | 0 | 425,516 | ||
Net gain from investments held in Trust Account | (706,033) | (9,248) | (5,327,398) | (32,984) |
Change in operating assets: | ||||
Prepaid expenses | (77,226) | 36,009 | 438,227 | (437,688) |
Accounts payable | 476,656 | 153,551 | 297,228 | 66,516 |
Accounts payable - related party | 30,000 | 71,954 | 80,000 | |
Accrued expenses | 54,916 | 0 | ||
Accrued expenses - related party | 176,804 | |||
Net cash used in operating activities | 0 | (78,254) | (160,400) | (1,614,580) |
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (720,000) | 0 | 0 | (375,000,000) |
Withdrawal from Trust Account upon redemption | 334,239,331 | 0 | ||
Net cash used in investing activities | 333,519,331 | 0 | 0 | (375,000,000) |
Cash Flows from Financing Activities: | ||||
Proceeds from Extension Note | 720,000 | 0 | ||
Redemption of Ordinary shares | (334,239,331) | 0 | ||
Proceeds from note payable to related party | 0 | 6,604 | ||
Repayment of note payable to related party | 0 | (168,731) | ||
Proceeds received from initial public offering, gross | 0 | 375,000,000 | ||
Proceeds received from private placement | 0 | 10,000,000 | ||
Offering costs paid | 0 | (8,062,302) | ||
Net cash used in financing activities | (333,519,331) | 0 | 0 | 376,775,571 |
Net change in cash | 0 | (78,254) | (160,400) | 160,991 |
Cash - beginning of the period | 591 | 160,991 | 160,991 | |
Cash - end of the period | $ 591 | $ 82,737 | 591 | 160,991 |
Supplemental disclosure of noncash activities: | ||||
Deferred underwriting commissions | 0 | 13,125,000 | ||
Forfeiture of Class B ordinary shares | $ 0 | $ 69 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | Note 1-Description Organization and General Leo Holdings Corp. II (the “Company”) was incorporated as a Cayman Islands exempted company on September 1, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Leo Holdings Corp. II has two wholly owned subsidiaries, Glimpse Merger Sub, Inc (“Merger Sub I”), a Delaware corporation, which was formed on January 5, 2023 and Glimpse Merger Sub II, LLC (“Merger Sub I”), a Delaware corporation, which was formed on January 9, 2023. Leo Holdings Corp. II and its subsidiaries are collectively referred to as “the Company”. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from September 1, 2020 (inception) through March 31, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Company’s Initial Public Offering, the search for a potential target. 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 Sponsor and Financing The Company’s sponsor is Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated its Initial Public Offering of 37,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to partially cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $375.0 million, and incurring offering costs of approximately $21.3 million, of which approximately $13.1 million was in respect of deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $10.0 million, and incurring offering costs of approximately $10,000 (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $375.0 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”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 below. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes paid or payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of its 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 general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share non-public Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s S If the Company is unable to complete a Business Combination by October 12, 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 ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor 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 Sponsor or members of the Company’s management team 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 other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of March 31, 2023, the Company had approximately $591 in its operating bank account and working capital deficit of approximately $1.8 million. The Company’s liquidity needs through Initial Public Offering have been satisfied through a contribution of $25,000 from the Sponsor to cover certain of the Company’s expenses in exchange for the issuance of the Founder Shares and the loan of approximately $169,000 from the Sponsor pursuant to the Note (as defined in Note 5). The Company may need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of its Sponsor, or officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, reducing overhead expenses, and extending the terms and due dates of certain accrued expenses and other liabilities. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Based upon the analysis above, management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date that the financial statements are available to be issued. In connection with the Company’s assessment of going concern considerations in accordance with FASB accounting Standards Update (“ASU”) 2014-15, Proposed Business Combination On January 12, 2023, the Company, Glimpse Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of the Company (“Merger Sub I”), Glimpse Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and World View Enterprises Inc., a Delaware corporation (“World View”) entered into an Agreement and Plan of Merger (the “Agreement”). World View and the Company are collectively referred to as the “Parties.” Pursuant to the Agreement, prior to the closing of the transactions contemplated by the Agreement (the “Closing”), the Company shall domesticate as a Delaware corporation (the “Domestication”) in accordance with Section 388 of the Delaware General Corporation Law and Sections 206 to 209 of the Companies Act (As Revised) of the Cayman Islands. In connection with the Domestication, (i) each Class A ordinary share, par value $0.0001 per share of the Company outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of common stock, par value $0.0001 per share of the Company (the “Company Common Stock”) and (ii) each Class B ordinary share, par value $0.0001 per share of the Company outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Company Common Stock. Pursuant to the Agreement, it is anticipated that (a) Merger Sub I shall merge with an into World View (the “First Merger”), with World View being the surviving corporation of the First Merger; and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, World View will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II being the surviving company of the Second Merger (Merger Sub II, in its capacity as the surviving company of the Second Merger, the “Surviving Company”), and as a result of which the Surviving Company will become a wholly owned Subsidiary of the Company. The Mergers and the other transactions contemplated by the Agreement are hereinafter referred to as the “Business Combination.” The Business Combination is expected to close in the second quarter of 2023, following the receipt of the required approval by the Company’s shareholders and the fulfillment or waiver of other customary closing conditions. In accordance with the terms and subject to the conditions of the Agreement, at the effective time of the First Merger, each outstanding share of common stock, par value $0.00001 of World View (the “World View Common Stock”) (including shares of World View Common Stock resulting from the conversion of preferred stock, convertible notes and simple agreements for future equity of World View) will be converted into the right to receive the number of shares of Company Common Stock equal to Per Share Merger Consideration. The total consideration to be paid at the closing to the selling parties in connection with the Agreement will be approximately $350,000,000 (subject to certain adjustments as set forth in the Agreement, including with respect to the sponsor promote value, certain transaction expenses and the cash and debt of World View). Concurrently with the execution of the Agreement, (i) the Company, (ii) the Sponsor, Lori Bush (“Bush”), Mary E. Minnick (“Minnick”), Naveen Agarwal (“Agarwal”), Scott Flanders (“Flanders”), Imran Khan (“Khan”), Scott McNealy (“McNealy”) and Mark Masinter (“Masinter”, and together with Bush, Minnick, Agarwal, Flanders, Khan, McNealy and the Sponsor, the “Sponsor Parties”) and (iii) World View, entered into a Sponsor Agreement (the “Sponsor Agreement”), pursuant to which, among other things, the Sponsor Parties have agreed to (i) vote in favor of the Transaction Proposals (as such term is defined in the Agreement) and the transactions contemplated thereby, (ii) waive the anti-dilution or similar protections with respect to the Class B ordinary shares, par value $0.0001 per share of the Company held by the Sponsor Parties and (iii) not redeem any of their shares in connection with the vote to approve the Business Combination. Extension of Combination Period On January 9, 2023, the Company held the Extension Meeting to amend the Company’s amended and restated memorandum and articles of association (the “Articles Amendment”) to extend the date (the “Termination Date”) by which the Company has to consummate a business combination from January 12, 2023 (the “Original Termination Date”) to April 12, 2023 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to six times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until October 12, 2023, or a total of up to nine months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior to such date (the “Extension Amendment Proposal”). The shareholders of the Company approved the Extension Amendment Proposal at the Extension Meeting and on January 10, 2023, the Company filed the Articles Amendment with the Registrar of Companies of the Cayman Islands. As disclosed in the definitive proxy statement filed by the Company with the SEC on December 16, 2022 (the “Proxy Statement”), relating to the extraordinary general meeting of shareholders of the Company (the “Extension Meeting”), the Sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to the Company as a loan, within of the date of the Extension Meeting, $ to be deposited into the trust account established in connection with the Company’s initial public offering. In addition, in the event the Company does not consummate an initial business combination by the Articles Extension Date, the Lender will contribute to the Company as a loan up to $ in six equal installments to be deposited into the Trust Account for each of six one-month extensions following the Articles Extension Date. Accordingly, on January 12, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $ (the “Promissory Note”) to the Sponsor (See Note 5). The Sponsor funded the initial principal amount of $ . The Promissory Note does t bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Trust Account. Up to $ of the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $ per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. In connection with the vote to approve the Extension Amendment Proposal, the holders of 32,924,036 Class A ordinary shares, par value $0.0001 per share, of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.15 per share, for an aggregate redemption amount of approximately $334.2 million. | Note 1-Description Organization and General Leo Holdings Corp. II (the “Company”) was incorporated as a Cayman Islands exempted company on September 1, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from September 1, 2020 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Company’s Initial Public Offering, the search for a potential target. 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 Sponsor and Financing The Company’s sponsor is Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated its Initial Public Offering of 37,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to partially cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $375.0 million, and incurring offering costs of approximately $21.3 million, of which approximately $13.1 million was in respect of deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $10.0 million, and incurring offering costs of approximately $10,000 (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $375.0 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”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes paid or payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. per-share non-public Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation 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 October 12, 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 ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to fund the Company’s regulatory compliance requirements, and other costs related thereto and/or to pay the Company’s income taxes, if any, (less up to $ 100,000 of interest to pay dissolution expenses) divided by the number of the 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 Company’s 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 the requirements of other applicable law. The Sponsor 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 Sponsor or members of the Company’s management team 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 other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2022, the Company had approximately $591 in its operating bank account and working capital deficit of approximately $604,000. The Company’s liquidity needs through Initial Public Offering have been satisfied through a contribution of $25,000 from the Sponsor to cover certain of the Company’s expenses in exchange for the issuance of the Founder Shares and the loan of approximately $169,000 from the Sponsor pursuant to the Note (as defined in Note 5). The Company repaid the Note in full on January 19, 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, provide the Company with Working Capital Loans (as defined in Note 5). As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loan. The Company may need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of its Sponsor, or officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, reducing overhead expenses, and extending the terms and due dates of certain accrued expenses and other liabilities. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Based upon the analysis above, management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date that the financial statements are available to be issued. In connection with the Company’s assessment of going concern considerations in accordance with FASB accounting Standards Update (“ASU”) 2014-15, Proposed Business Combination On January 12, 2023, the Company, Glimpse Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of the Company (“Merger Sub I”), Glimpse Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and World View Enterprises Inc., a Delaware corporation (“World View”) entered into an Agreement and Plan of Merger (the “Agreement”). World View and the Company are collectively referred to as the “Parties.” Pursuant to the Agreement, prior to the closing of the transactions contemplated by the Agreement (the “Closing”), the Company shall domesticate as a Delaware corporation (the “Domestication”) in accordance with Section 388 of the Delaware General Corporation Law and Sections 206 to 209 of the Companies Act (As Revised) of the Cayman Islands. In connection with the Domestication, (i) each Class A ordinary share, par value $0.0001 per share of the Company outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of common stock, par value $0.0001 per share of the Company (the “Company Common Stock”) and (ii) each Class B ordinary share, par value $0.0001 per share of the Company outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Company Common Stock. Pursuant to the Agreement, it is anticipated that (a) Merger Sub I shall merge with an into World View (the “First Merger”), with World View being the surviving corporation of the First Merger; and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, World View will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II being the surviving company of the Second Merger (Merger Sub II, in its capacity as the surviving company of the Second Merger, the “Surviving Company”), and as a result of which the Surviving Company will become a wholly owned Subsidiary of the Company. The Mergers and the other transactions contemplated by the Agreement are hereinafter referred to as the “Business Combination.” The Business Combination is expected to close in the second quarter of 2023, following the receipt of the required approval by the Company’s shareholders and the fulfillment or waiver of other customary closing conditions. In accordance with the terms and subject to the conditions of the Agreement, at the effective time of the First Merger, each outstanding share of common stock, par value $0.00001 of World View (the “World View Common Stock”) (including shares of World View Common Stock resulting from the conversion of preferred stock, convertible notes and simple agreements for future equity of World View) will be converted into the right to receive the number of shares of Company Common Stock equal to Per Share Merger Consideration. The total consideration to be paid at the closing to the selling parties in connection with the Agreement will be approximately $350,000,000 (subject to certain adjustments as set forth in the Agreement, including with respect to the sponsor promote value, certain transaction expenses and the cash and debt of World View). Concurrently with the execution of the Agreement, (i) the Company, (ii) the Sponsor, Lori Bush (“Bush”), Mary E. Min 0.0001 Extension of Combination Period On January 9, 2023, the Company held the Extension Meeting to amend the Company’s amended and restated memorandum and articles of association (the “Articles Amendment”) to extend the date (the “Termination Date”) by which the Company has to consummate a business combination from January 12, 2023 (the “Original Termination Date”) to April 12, 2023 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to six times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until October 12, 2023, or a total of up to nine months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior to such date (the “Extension Amendment Proposal”). The shareholders of the Company approved the Extension Amendment Proposal at the Extension Meeting and on January 10, 2023, the Company filed the Articles Amendment with the Registrar of Companies of the Cayman Islands. As disclosed in the definitive proxy statement filed by the Company with the SEC on December 16, 2022 (the “Proxy Statement”), relating to the extraordinary general meeting of shareholders of the Company (the “Extension Meeting”), the Sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to the Company as a loan, within five (5) business days of the date of the Extension Meeting, $720,000 to be deposited into the trust account established in connection with the Company’s initial public offering. In addition, in the event the Company does not consummate an initial business combination by the Articles Extension Date, the Lender will contribute to the Company as a loan up to $1,440,000 in six equal installments to be deposited into the Trust Account for each of six one-month extensions Accordingly, on January 12, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,160,000 (the “Promissory Note”) to the Sponsor. The Sponsor must fund the initial principal amount of $720,000 within two (2) business days of the date of the Promissory Note. The Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.50 warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. In connection with the vote to approve the Extension Amendment Proposal, the holders of 32,924,036 Class A ordinary shares, par value $ 0.0001 per share, of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.15 334.2 million. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 2-Basis Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2023 and December 31, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. 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. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds 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 these securities are included in net gain from investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • 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. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”).The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement, as derivative warrant liabilities in accordance with ASC re-measurement non-current 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 are 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 warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with 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. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are 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 March 31, 2023 and December 31, 2022, 4,575,964 and 37,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as 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 ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 16,041,667 Class A ordinary shares since they are contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Numerator: Allocation of net income $ 187,314 $ 194,790 $ 2,815,584 $ 703,896 Denominator: Weighted average ordinary shares outstanding, basic and diluted 9,015,160 9,375,000 37,500,000 9,375,000 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.08 $ 0.08 Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated 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. R ec onou ncem In June 2022, the FASB issued ASU2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the unaudited condensed consolidated financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. | Note 2-Basis 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 (“GAAP”) for financial information 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. 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. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds 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 these securities are included in net gain from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets, except for warrant liabilities (see Note 10). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • 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. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815-40, (“ASC 815-40”). re-assessed The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement, as derivative warrant liabilities in accordance with ASC 815-40. re-measurement non-current 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 are 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 warrant liabilities are expensed as incurred and presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are 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, 37,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260 , “Earnings Per Share.” The Company has two classes of shares, which are referred to as 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 ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 16,041,667 Class A ordinary shares since they are contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and deno m For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Numerator: Allocation of net income - basic $ 10,526,458 $ 2,631,614 $ 1,303,686 $ 335,374 Allocation of net income - diluted $ 10,526,458 $ 2,631,614 $ 1,303,149 $ 335,911 Denominator: Weighted average ordinary shares outstanding, basic 37,500,000 9,375,000 36,369,863 9,356,164 Weighted average ordinary shares outstanding, diluted 37,500,000 9,375,000 36,369,863 9,375,000 Basic net income per ordinary share $ 0.28 $ 0.28 $ 0.04 $ 0.04 Diluted net income per ordinary share $ 0.28 $ 0.28 $ 0.04 $ 0.04 Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15 , 2023 , and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Text Block [Abstract] | ||
Initial Public Offering | Note 3-Initial Public Offering On January 12, 2021, the Company consummated its Initial Public Offering of Units, including additional Units to partially cover over-allotments, at $ per Unit, generating gross proceeds of $ million, and incurring offering costs of approximately $ million, of which approximately $ million was in respect of deferred underwriting commission s (Note 6). Eac h Uni ordi one-fourth of one | Note 3-Initial On January 12, 2021, the Company consummated its Initial Public Offering of 37,500,000 Units, including 2,500,000 additional Units to partially cover over-allotments, at $10.00 per Unit, generating gross proceeds of $375.0 million, and incurring offering costs of approximately $21.3 million, of which approximately $13.1 million was in respect of deferred underwriting commissions (Note 6). Each Unit consists of one Class A ordinary share, and one-fourth |
Private Placement
Private Placement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Warrants [Abstract] | ||
Private Placement | Note 4-Private Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,666,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $10.0 million, and incurring offering costs of approximately $10,000. Each whole Private Placement Warrant is exercisable for whole Class A ordinary share at a price of $ per share. A portion of the 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 days after the completion of the initial Business Combination. | Note 4- Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,666,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $10.0 million, and incurring offering costs of approximately $10,000. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the 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 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 Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5-Related Founder Shares On September 9, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 10,062,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In December 2020, the Sponsor transferred 30,000 Founder Shares to each of the Company’s directors and 90,000 shares in the aggregate to the Company’s strategic advisors. The Sponsor agreed to forfeit up to 1,312,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on January 12, 2021 to purchase an addition of 2,500,000 Units, with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $ per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any trading days within any 30-trading day period commencing at least days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Related Party Loans On September 8, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest 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 F-40 Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the 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 lenders’ discretion, up to Accordingly, on January 12, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $ (the “Promissory Note”) to the Sponsor for the extension payments . The Sponsor must fund the initial principal amount of $ within of the date of the Promissory Note. The Promissory Note does t bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Trust Account. Up to $ of the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $ per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. The Company determined that the fair value of the Convertible Promissory Note was par value. As of March 31, 2023 and December 31, 2022, the Company had $ and $ , respectively, borrowings under the Promissory Note. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company commencing with the closing of the Initial Public Offering. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $30,000 and $30,000 in expenses in connection with such services for the three months ended March 31, 2023 and 2022, respectively, as reflected in the accompanying condensed consolidated In addition, the Company will reimburse the Sponsor for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf. The Company’s board will review all payments that were made by the Sponsor, officers, directors of the Company or their affiliates and will determine which expenses will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on behalf of the Company. For the three months ended March 31, 2023 and 2022, the Company recorded approximately $ and $ , respectively, in expenses in connection with compliance services with the related party. As of March 31, 2023 and December 31, 2022, there were approximately $ and $ , respectively, of outstanding related party accrued expenses, as reflected in the accompanying condensed consolidated balance sheets. Accounts Payable As of March 31 , 2023 and December 31, 2022, $ 727,324 and $363,744, respectively, are amount to an affiliate of the Sponsor for payments made on the Company’s behalf. These amounts are included in the accounts payable, as reflected in the accompanying condensed consolidated balance sheets. | Note 5-Related Founder Shares On September 9, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 10,062,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In December 2020, the Sponsor transferred 30,000 Founder Shares to each of the Company’s directors and 90,000 shares in the aggregate to the Company’s strategic advisors. The Sponsor agreed to forfeit up to 1,312,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on January 12, 2021 to purchase an addition of 2,500,000 Units, with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Related Party Loans On September 8, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest 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 funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the 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 lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 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. As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company commencing with the closing of the Initial Public Offering. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $120,000 and $116,000 in expenses in connection with such services for the years ended December 31, 2022 and 2021, respectively, as reflected in the accompanying statements of operations. As of December 31, 2022 and 2021, there were $80,000 and $0 outstanding, respectively, and included in the payable to related party in the accompanying balance sheets. In addition, the Company will reimburse the Sponsor for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf. The Company’s board will review all payments that were made by the Sponsor, officers, directors of the Company or their affiliates and will determine which expenses will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on behalf of the Company. For the years ended December 31, 2022 and 2021, the Company recorded approximately $249,000 and $200,000, respectively, in expenses in connection with compliance services with the related party. As of December 31, 2022 and 2021, there were approximately $ 177,000 |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments & Contingencies | Note 6-Commitments Registration and Shareholder Rights The holders of 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 signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provided that the Company would not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or $7.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $13.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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. On January 9, 2023, the Company and Deutsche Bank Securities Inc., one of the underwriters in the Company’s Initial Public Offering, entered into an agreement pursuant to which Deutsche Bank Securities Inc. waived all rights to its pro rata share of the Deferred Discount (as defined in the Underwriting Agreement, dated January 7, 2021, among the Company, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.) in connection with the Proposed Business Combination as described in Note 1. On January 23, 2023, Credit Suisse Securities (USA) LLC also waived its rights to receive such Deferred Discount in connection with the Proposed Business Combination as described in Note 1. Risks and Uncertain ties Management continues to evaluate the impact of the COVID-19 In February 2022, a military conflict started between Russia and Ukraine. The ongoing military conflict between Russia and Ukraine has provoked strong reactions from the United States, the UK, the European Union and various other countries around the world, including the imposition of broad financial and economic sanctions against Russia. Further, the precise effects of the ongoing military conflict and these sanctions on the global economies remain uncertain as of the date of these unaudited condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements. | Note 6 -Commitments and Contingencies Registration and Shareholder Rights The holders of 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 signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provided that the Company would not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. 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 final prospectus relating to the Initial Public Offering to purchase up to 5,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised their over-allotment option on January 12 , 2021 to purchase an additional 2,500,000 Over-Allotment Units. The remaining unexercised over-allotment option expired at the conclusion of the 45 -day option period. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $7.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $13.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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. On January 9, 2023, the Company and Deutsche Bank Securities Inc., one of the underwriters in the Company’s Initial Public Offering, entered into an agreement pursuant to which Deutsche Bank Securities Inc. waived all rights to its pro rata share of the Deferred Discount (as defined in the Underwriting Agreement, dated January 7, 2021, among the Company, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.). On January 23, 2023, Credit Suisse Securities (USA) LLC also waived its rights to receive such Deferred Discount. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, a military conflict started between Russia and Ukraine. The ongoing military conflict between Russia and Ukraine has provoked strong reactions from the United States, the UK, the European Union and various other countries around the world, including the imposition of broad financial and economic sanctions against Russia. Further, the precise effects of the ongoing military conflict and these sanctions on the global economies remain uncertain as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
Warrants
Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Warrant Liabilities [Abstract] | ||
Warrants | Note 7 -Warrants As of March 31, 2023 and December 31, 2022, the Company had 9,375,000 Public Warrants and 6,666,667 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than twenty business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon 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 non-redeemable Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • if, and only if, the closing price of ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. In addition, commencing on the day the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): • in whole and not in part; • $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 determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for adjustments) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares shall mean the average last reported sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial 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 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. In addition , if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $ per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to % of the higher of the Market Value and the Newly Issued Price, the $ per share redemption trigger price and the “Redemption of Warrants for Class A ordinary shares” described above will be adjusted (to the nearest cent) to be equal to % of the higher of the Market Value and the Newly Issued Price, and the $ per share redemption trigger price described above under “Redemption of Warrants for Class A ordinary shares” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. | Note 7 -Warrants As of December 31, 2022 and 2021, the Company had 9,375,000 Public Warrants and the 6,666,667 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than twenty business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18 (b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3 (a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon 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 non-redeemable Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • if, and only if, the closing price of ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Act. In addition, commencing on the day the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): • in whole and not in part; • $ 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 determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $ 10.00 per Public Share (as adjusted for adjustments) 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; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities-Warrants-Public Shareholders’ Warrants-Anti-dilution Adjustments”), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The “fair market value” of Class A ordinary shares shall mean the average last reported sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial 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 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. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants for Class A ordinary shares” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants for Class A ordinary shares” will be adjusted (to the nearest cent) to be equal to the higher |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Class A Ordinary Shares Subject to Possible Redemption | Note 8-Class 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 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022, there were 4,575,964 and 37,500,000 Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed consolidated The Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled on the following table: Class A ordinary shares subject to possible redemption as of December 31, 2021 $ 375,000,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 5,260,382 Class A ordinary shares subject to possible redemption as of December 31, 2022 380,260,382 Redemption (334,239,331 ) Increase in redemption value of Class A ordinary shares subject to possible redemption 1,426,033 Class A ordinary shares subject to possible redemption as of March 31, 2023 $ 47,447,084 | Note 8-Class 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 Class A ordinary shares with a par value of $0.0001 per share. Holders 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 37,500,000 Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheets. The Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds received from Initial Public Offering $ 375,000,000 Less: Fair value of Public Warrants at issuance (7,312,500 ) Offering costs allocated to Class A ordinary shares (20,898,264 ) Plus: Accretion on Class A ordinary shares to redemption value 28,210,764 Class A ordinary shares subject to possible redemption as of December 31, 375,000,000 Increase in redemption value of Class A ordinary shares subject to 5,260,382 Class A ordinary shares subject to possible redemption as of December 31, $ 380,260,382 |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Federal Home Loan Banks [Abstract] | ||
Shareholders' Deficit | Note 9-Shareholders’ Preference Shares Class A Ordinary Shares- respectively, Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day immediately following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, % of the sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. | Note 9-Shareholders’ Preference Shares Class A Ordinary Shares - Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day immediately following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted private placement warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 10-Fair The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of March 31, 2023 Level 1 Level 2 Level 3 Assets Investments held in Trust Account - U.S. Treasury Securities $ 47,547,084 $ — $ — Liabilities: Warrant liabilities - public warrants $ 93,750 $ — $ — Warrant liabilities - private placement warrants $ — $ — $ 66,667 Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Assets Investments held in Trust Account - U.S. Treasury Securities $ 380,360,382 $ — $ — Liabilities: Warrant liabilities - public warrants $ 187,500 $ — $ — Warrant liabilities - private placement warrants $ — $ — $ 133,334 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning 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, when the Public Warrants were separately listed and traded in March 2021. There were no other transfers during the three months March For periods where no observable traded price is available, the fair value of the Public Warrants has been estimated using a Monte-Carlo simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants. The fair value of the Private Warrants is determined using a Monte-Carlo simulation model. For the period ended March 31, 2023 and December 31, 2022, the Company recognized a decrease in the fair value of warrant liabilities of approximately $0.2 million and $9.0 million, respectively, presented on the accompanying condensed consolidated statements of operations. The change in the fair value of the Level 3 derivative warrant liabilities for the period ended March 31, 2023 and December 31, 2022 is summarized as follows: Warrant liabilities as of December 31, 2021 $ 3,866,667 Change in fair value of warrant liabilities (1,600,000 ) Warrant liabilities as of March 31, 2022 2,266,667 Change in fair value of warrant liabilities (2,133,333 ) Warrant liabilities as of December 31, 2022 $ 133,334 Change in fair value of warrant liabilities (66,667 ) Warrant liabilities as of March 31, 2023 $ 66,667 The estimated fair value of the Public and Private Placement Warrants, prior to the Public Warrants being traded in an active market, was determined using a Monte-Carlo simulation which utilizes Level 3 inputs. For periods subsequent to the detachment of the Public Warrants, the public warrants’ quoted market price was used. The Private Placement Warrants continue to be valued using a Monte-Carlo simulation. Inherent in a Monte-Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield ons The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, 2022 March 31, 2023 Exercise price $ 11.50 $ 11.50 Stock Price $ 10.09 $ 10.43 Term (in years) 5.42 5.34 Volatility 4.9 % 8.9 % Risk-free interest rate 3.91 % 3.53 % Dividend yield — — | Note 10-Fair 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 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Assets Investments held in Trust Account - U.S. Treasury Securities $ 380,360,382 $ — $ — Liabilities: Warrant liabilities - public warrants $ 187,500 $ — $ — Warrant liabilities - private placement warrants $ — $ — $ 133,334 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Assets Investments held in Trust Account - U.S. Treasury Securities $ 375,032,984 $ — $ — Liabilities: Warrant liabilities - public warrants $ 5,437,500 $ — $ — Warrant liabilities - private placement warrants $ — $ — $ 3,866,667 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning 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, when the Public Warrants were separately listed and traded in March 2021. There were no other transfers during the year ended December 31 , 2022 and 2021 . For periods where no observable traded price is available, the fair value of the Public Warrants has been estimated using a Monte-Carlo simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants. The fair value of the Private Warrants is determined using a Monte-Carlo simulation model. For the years ended December 31 , 2022 and 2021 , the Company recognized a decrease in the fair value of warrant liabilities of approximately $ 9.0 million and $ 3.3 million, respectively, presented on the accompanying statements of operations. The change in the fair value of the Level 3 derivative warrant liabilities for the year ended December 31, 2022 and 2021 is summarized as follows: Warrant liabilities as of January 1, 2021 $ — Issuance of Public and Private Placement Warrants 12,579,167 Public Warrants transferred to Level 1 (7,312,500 ) Change in fair value of warrant liabilities (1,400,000 ) Warrant liabilities as of December 31, 2021 3,866,667 Change in fair value of warrant liabilities (3,733,333 ) Warrant liabilities as of December 31, 2022 $ 133,334 The estimated fair value of the Public and Private Placement Warrants, prior to the Public Warrants being traded in an active market, was determined using a Monte-Carlo simulation which utilizes Level 3 inputs. For periods subsequent to the detachment of the Public Warrants, the public warrants’ quoted market price was used. The Private Placement Warrants continue to be valued using a Monte-Carlo simulation. Inherent in a Monte-Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock Price $ 10.09 $ 9.75 Term (in years) 5.42 5.75 Volatility 4.90 % 10.00 % Risk-free interest rate 3.91 % 1.32 % Dividend yield — — |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 11-Subsequent Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed consolidated financial statements were issued. Based upon this review, except as noted below, the Company did not identify any other subsequ In connection with the Extension Amendment (described in Note 1), the Company drew an additional $ 240,000 on each of April 11, 2023 and May 11, 2023, for an aggregate of $ 480,000 , on the Promissory Note (as described in Note 5), to extend the date the Company has to consummate its initial business combination to June 12, 2023. | Note 11-Subsequent Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued. Based upon this review, except as noted below, the Company did not identify any other subsequent event that would have required adjustment or disclosure in the financial statements. Proposed Business Combination On January 12, 2023, the Company, Glimpse Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of the Company (“Merger Sub I”), Glimpse Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and World View Enterprises Inc., a Delaware corporation (“World View”) entered into an Agreement and Plan of Merger (the “Agreement”). World View and the Company are collectively referred to as the “Parties.” Pursuant to the Agreement, prior to the closing of the transactions contemplated by the Agreement (the “Closing”), the Company shall domesticate as a Delaware corporation (the “Domestication”) in accordance with Section 388 of the Delaware General Corporation Law and Sections 206 to 209 of the Companies Act (As Revised) of the Cayman Islands. In connection with the Domestication, (i) each Class A ordinary share, par value $0.0001 per share of the Company outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of common stock, par value $0.0001 per share of the Company (the “Company Common Stock”) and (ii) each Class B ordinary share, par value $0.0001 per share of the Company outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Company Common Stock. Pursuant to the Agreement, it is anticipated that (a) Merger Sub I shall merge with an into World View (the “First Merger”), with World View being the surviving corporation of the First Merger; and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, World View will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II being the surviving company of the Second Merger (Merger Sub II, in its capacity as the surviving company of the Second Merger, the “Surviving Company”), and as a result of which the Surviving Company will become a wholly owned Subsidiary of the Company. The Mergers and the other transactions contemplated by the Agreement are hereinafter referred to as the “Business Combination.” The Business Combination is expected to close in the second quarter of 2023, following the receipt of the required approval by the Company’s shareholders and the fulfillment or waiver of other customary closing conditions. In accordance with the terms and subject to the conditions of the Agreement, at the effective time of the First Merger, each outstanding share of common stock, par value $0.00001 of World View (the “World View Common Stock”) (including shares of World View Common Stock resulting from the conversion of preferred stock, convertible notes and simple agreements for future equity of World View) will be converted into the right to receive the number of shares of Company Common Stock equal to Per Share Merger Consideration. The total consideration to be paid at the closing to the selling parties in connection with the Agreement will be approximately $350,000,000 (subject to certain adjustments as set forth in the Agreement, including with respect to the sponsor promote value, certain transaction expenses and the cash and debt of World View). Concurrently with the execution of the Agreement, (i) the Company, (ii) the Sponsor, Lori Bush (“Bush”), Mary E. Minnick (“Minnick”), Naveen Agarwal (“Agarwal”), Scott Flanders (“Flanders”), Imran Khan (“Khan”), Scott McNealy (“McNealy”) and Mark Masinter (“Masinter”, and together with Bush, Minnick, Agarwal, Flanders, Khan, McNealy and the Sponsor, the “Sponsor Parties”) and (iii) World View, entered into a Sponsor Agreement (the “Sponsor Agreement”), pursuant to which, among other things, the Sponsor Parties have agreed to (i) vote in favor of the Transaction Proposals (as such term is defined in the Agreement) and the transactions contemplated thereby, (ii) waive the anti-dilution or similar protections with respect to the Class B ordinary shares, par value $0.0001 per share of the Company held by the Sponsor Parties and (iii) not redeem any of their shares in connection with the vote to approve the Business Combination. Extension of Combination Period On January 9, 2023, the Company held the Extension Meeting to amend the Company’s amended and restated memorandum and articles of association (the “Articles Amendment”) to extend the date (the “Termination Date”) by which the Company has to consummate a business combination from January 12, 2023 (the “Original Termination Date”) to April 12, 2023 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to six times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until October 12, 2023, or a total of up to nine months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior to such date (the “Extension Amendment Proposal”). The shareholders of the Company approved the Extension Amendment Proposal at the Extension Meeting and on January 10, 2023, the Company filed the Articles Amendment with the Registrar of Companies of the Cayman Islands. As disclosed in the definitive proxy statement filed by the Company with the SEC on December 16, 2022 (the “Proxy Statement”), relating to the extraordinary general meeting of shareholders of the Company (the “Extension Meeting”), the Sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to the Company as a loan, within five (5) business days of the date of the Extension Meeting, $720,000 to be deposited into the trust account established in connection with the Company’s initial public offering. In addition, in the event the Company does not consummate an initial business combination by the Articles Extension Date, the Lender will contribute to the Company as a loan up to $1,440,000 in six equal installments to be deposited into the Trust Account for each of six one-month extensions Accordingly, on January 12, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,160,000 (the “Promissory Note”) to the Sponsor. The Sponsor must fund the initial principal amount of $720,000 within two (2) business days of the date of the Promissory Note. The Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. In connection with the vote to approve the Extension Amendment Proposal, the holders of 32,924,036 Class A ordinary shares, par value $0.0001 per share, of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.15 per share, for an aggregate redemption amount of approximately $334.2 m Forgiveness of Deferred Underwriting Fees On January 9, 2023, the Company and Deutsche Bank Securities Inc., one of the underwriters in the Company’s Initial Public Offering, entered into an agreement pursuant to which Deutsche Bank Securities Inc. waived all rights to its pro rata share of the Deferred Discount (as defined in the Underwriting Agreement, dated January 7, 2021, among the Company, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.). On January 23, 2023, Credit Suisse Securities (USA) LLC also waived its rights to receive such Deferred Discount. Therefore, all $13,125,000 of deferred underwriting commission s . |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K | 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 (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | |
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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2023 and December 31, 2022. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. 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. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. 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. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds 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 these securities are included in net gain from investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds 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 these securities are included in net gain from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets, except for warrant liabilities (see Note 10). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • 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. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • 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. |
Derivative warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”).The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement, as derivative warrant liabilities in accordance with ASC re-measurement non-current | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815-40, (“ASC 815-40”). re-assessed The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement, as derivative warrant liabilities in accordance with ASC 815-40. re-measurement non-current |
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 are 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 warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with 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. | 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 are 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 warrant liabilities are expensed as incurred and presented as non-operating non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are 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 March 31, 2023 and December 31, 2022, 4,575,964 and 37,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are 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, 37,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Net Income per Ordinary Share | Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as 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 ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 16,041,667 Class A ordinary shares since they are contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Numerator: Allocation of net income $ 187,314 $ 194,790 $ 2,815,584 $ 703,896 Denominator: Weighted average ordinary shares outstanding, basic and diluted 9,015,160 9,375,000 37,500,000 9,375,000 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.08 $ 0.08 | Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260 , “Earnings Per Share.” The Company has two classes of shares, which are referred to as 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 ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 16,041,667 Class A ordinary shares since they are contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and deno m For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Numerator: Allocation of net income - basic $ 10,526,458 $ 2,631,614 $ 1,303,686 $ 335,374 Allocation of net income - diluted $ 10,526,458 $ 2,631,614 $ 1,303,149 $ 335,911 Denominator: Weighted average ordinary shares outstanding, basic 37,500,000 9,375,000 36,369,863 9,356,164 Weighted average ordinary shares outstanding, diluted 37,500,000 9,375,000 36,369,863 9,375,000 Basic net income per ordinary share $ 0.28 $ 0.28 $ 0.04 $ 0.04 Diluted net income per ordinary share $ 0.28 $ 0.28 $ 0.04 $ 0.04 |
Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated 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. | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | R ec onou ncem In June 2022, the FASB issued ASU2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the unaudited condensed consolidated financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15 , 2023 , and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Summary of Basic and Diluted Net Income (Loss) Per Ordinary Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Numerator: Allocation of net income $ 187,314 $ 194,790 $ 2,815,584 $ 703,896 Denominator: Weighted average ordinary shares outstanding, basic and diluted 9,015,160 9,375,000 37,500,000 9,375,000 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.08 $ 0.08 | The table below presents a reconciliation of the numerator and deno m For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Numerator: Allocation of net income - basic $ 10,526,458 $ 2,631,614 $ 1,303,686 $ 335,374 Allocation of net income - diluted $ 10,526,458 $ 2,631,614 $ 1,303,149 $ 335,911 Denominator: Weighted average ordinary shares outstanding, basic 37,500,000 9,375,000 36,369,863 9,356,164 Weighted average ordinary shares outstanding, diluted 37,500,000 9,375,000 36,369,863 9,375,000 Basic net income per ordinary share $ 0.28 $ 0.28 $ 0.04 $ 0.04 Diluted net income per ordinary share $ 0.28 $ 0.28 $ 0.04 $ 0.04 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Summary of Information about Company's Assets Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of March 31, 2023 Level 1 Level 2 Level 3 Assets Investments held in Trust Account - U.S. Treasury Securities $ 47,547,084 $ — $ — Liabilities: Warrant liabilities - public warrants $ 93,750 $ — $ — Warrant liabilities - private placement warrants $ — $ — $ 66,667 Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Assets Investments held in Trust Account - U.S. Treasury Securities $ 380,360,382 $ — $ — Liabilities: Warrant liabilities - public warrants $ 187,500 $ — $ — Warrant liabilities - private placement warrants $ — $ — $ 133,334 | 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 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Assets Investments held in Trust Account - U.S. Treasury Securities $ 380,360,382 $ — $ — Liabilities: Warrant liabilities - public warrants $ 187,500 $ — $ — Warrant liabilities - private placement warrants $ — $ — $ 133,334 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Assets Investments held in Trust Account - U.S. Treasury Securities $ 375,032,984 $ — $ — Liabilities: Warrant liabilities - public warrants $ 5,437,500 $ — $ — Warrant liabilities - private placement warrants $ — $ — $ 3,866,667 |
Summary of the Change in the Fair Value of the Derivative Warrant Liabilities | The change in the fair value of the Level 3 derivative warrant liabilities for the period ended March 31, 2023 and December 31, 2022 is summarized as follows: Warrant liabilities as of December 31, 2021 $ 3,866,667 Change in fair value of warrant liabilities (1,600,000 ) Warrant liabilities as of March 31, 2022 2,266,667 Change in fair value of warrant liabilities (2,133,333 ) Warrant liabilities as of December 31, 2022 $ 133,334 Change in fair value of warrant liabilities (66,667 ) Warrant liabilities as of March 31, 2023 $ 66,667 | The change in the fair value of the Level 3 derivative warrant liabilities for the year ended December 31, 2022 and 2021 is summarized as follows: Warrant liabilities as of January 1, 2021 $ — Issuance of Public and Private Placement Warrants 12,579,167 Public Warrants transferred to Level 1 (7,312,500 ) Change in fair value of warrant liabilities (1,400,000 ) Warrant liabilities as of December 31, 2021 3,866,667 Change in fair value of warrant liabilities (3,733,333 ) Warrant liabilities as of December 31, 2022 $ 133,334 |
Summary 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: December 31, 2022 March 31, 2023 Exercise price $ 11.50 $ 11.50 Stock Price $ 10.09 $ 10.43 Term (in years) 5.42 5.34 Volatility 4.9 % 8.9 % Risk-free interest rate 3.91 % 3.53 % Dividend yield — — | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock Price $ 10.09 $ 9.75 Term (in years) 5.42 5.75 Volatility 4.90 % 10.00 % Risk-free interest rate 3.91 % 1.32 % Dividend yield — — |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Summary of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Condensed Consolidated Balance Sheet | The Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled on the following table: Class A ordinary shares subject to possible redemption as of December 31, 2021 $ 375,000,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 5,260,382 Class A ordinary shares subject to possible redemption as of December 31, 2022 380,260,382 Redemption (334,239,331 ) Increase in redemption value of Class A ordinary shares subject to possible redemption 1,426,033 Class A ordinary shares subject to possible redemption as of March 31, 2023 $ 47,447,084 | The Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds received from Initial Public Offering $ 375,000,000 Less: Fair value of Public Warrants at issuance (7,312,500 ) Offering costs allocated to Class A ordinary shares (20,898,264 ) Plus: Accretion on Class A ordinary shares to redemption value 28,210,764 Class A ordinary shares subject to possible redemption as of December 31, 375,000,000 Increase in redemption value of Class A ordinary shares subject to 5,260,382 Class A ordinary shares subject to possible redemption as of December 31, $ 380,260,382 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 12, 2023 USD ($) $ / shares | Jan. 12, 2023 USD ($) $ / shares | Jan. 12, 2023 USD ($) shares $ / shares | Jan. 12, 2023 USD ($) $ / shares | Jan. 09, 2023 USD ($) | Jan. 12, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Sep. 09, 2020 $ / shares | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Gross proceeds from initial public offering | $ 0 | $ 375,000,000 | |||||||||
Proceeds from sale of private placement units | $ 0 | 10,000,000 | |||||||||
Sale of stock price per unit | $ / shares | $ 10 | ||||||||||
Shares redemption obligation percentage | 100% | 100% | |||||||||
Interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||||||||
Amount available in operating bank account | 591 | 591 | |||||||||
Working capital | 1,800,000 | 604,000 | |||||||||
Receipt from capital contribution | 25,000 | 25,000 | |||||||||
Payment to acquire restricted investments | $ 375,000,000 | $ 720,000 | $ 0 | $ 0 | 375,000,000 | ||||||
Restricted investments term. | 185 days | ||||||||||
Minimum share price of the residual assets remaining available for distribution | $ / shares | $ 10 | $ 10 | |||||||||
Due to related parties current | $ 727,324 | $ 363,744 | |||||||||
Description of time limit on contribution of loan | five (5) business days | ||||||||||
Cash | $ 591 | $ 591 | 160,991 | ||||||||
Short-Term Debt | $ 1,440,000 | ||||||||||
Stock redemption price | $ / shares | $ 10.15 | $ 10.15 | $ 10.15 | $ 10.15 | |||||||
Stock Redeemed or Called During Period, Value | $ 334,200,000 | ||||||||||
Private Placement Warrants [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Offering costs | $ 10,000 | ||||||||||
Proceeds from sale of private placement units | $ 10,000,000 | ||||||||||
Class of warrants and rights issued during the period | shares | 6,666,667 | ||||||||||
Class of warrants and rights issued, price per warrant | $ / shares | $ 1.5 | ||||||||||
Subsequent Event [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Description of time limit on contribution of loan | five (5) business days | ||||||||||
Short-Term Debt | $ 1,440,000 | ||||||||||
Stock redemption price | $ / shares | 10.15 | $ 10.15 | 10.15 | $ 10.15 | |||||||
Stock Redeemed or Called During Period, Value | $ 334,200,000 | ||||||||||
Warrant [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | 1,500,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | 1.5 | $ 1.5 | $ 1.5 | $ 1.5 | |||||||
Warrant [Member] | Subsequent Event [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | 1,500,000 | 1,500,000 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | 1.5 | 1.5 | $ 1.5 | $ 1.5 | |||||||
World View [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | 0.00001 | $ 0.00001 | 0.00001 | 0.00001 | |||||||
Business combination, consideration transferred | $ 350,000,000 | ||||||||||
World View [Member] | Subsequent Event [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||
Business combination, consideration transferred | $ 350,000,000 | ||||||||||
Minimum [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Percentage of fair market value of business acquisition to trust account balance | 80% | 80% | |||||||||
Ownership percentage to be acquired for not to be registered as an investment company | 50% | 50% | |||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||||||
Sponsor [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Proceeds from unsecured and non-interest bearing promissory note | 169,000 | 169,000 | |||||||||
Due to related parties current | $ 0 | $ 0 | 0 | ||||||||
LHC Sponsor [Member] | Unsecured promissory note [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 2,160,000 | 2,160,000 | $ 2,160,000 | $ 2,160,000 | |||||||
Line of Credit Facility, Current Borrowing Capacity | $ 720,000 | $ 720,000 | $ 720,000 | $ 720,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0% | 0% | 0% | 0% | |||||||
LHC Sponsor [Member] | Subsequent Event [Member] | Unsecured promissory note [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Description of time limit on contribution of loan | two (2) business days | ||||||||||
Debt Instrument, Face Amount | $ 2,160,000 | $ 2,160,000 | $ 2,160,000 | $ 2,160,000 | |||||||
Line of Credit Facility, Current Borrowing Capacity | $ 720,000 | $ 720,000 | $ 720,000 | $ 720,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0% | 0% | 0% | 0% | |||||||
Common Stock [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||||
Common Class A [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Gross proceeds from initial public offering | $ 375,000,000 | ||||||||||
Common stock Issued | shares | 32,924,036 | ||||||||||
Ordinary shares, par value | $ / shares | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Common stock Issued | shares | 32,924,036 | ||||||||||
Ordinary shares, par value | $ / shares | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||||
Common Class B [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | 0.0001 | 0.0001 | 0.0001 | 0.0001 | 0.0001 | 0.0001 | $ 0.0001 | ||||
Common Class B [Member] | Subsequent Event [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | 0.0001 | 0.0001 | 0.0001 | 0.0001 | $ 0.0001 | ||||||
Common Class B [Member] | Sponsor [Member] | Subsequent Event [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Public Shares [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Sale of stock price per unit | $ / shares | $ 10 | $ 10 | |||||||||
IPO [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Offering costs | $ 21,300,000 | ||||||||||
Deferred underwriting commissions | 13,100,000 | ||||||||||
Cash | 720,000 | ||||||||||
IPO [Member] | Subsequent Event [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Cash | $ 720,000 | ||||||||||
IPO [Member] | Maximum [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Shares redemption percentage | 15% | 15% | |||||||||
IPO [Member] | Common Class A [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Gross proceeds from initial public offering | $ 375,000,000 | ||||||||||
Common stock Issued | shares | 37,500,000 | ||||||||||
Sale of stock price per unit | $ / shares | $ 10 | ||||||||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Common stock Issued | shares | 2,500,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | |||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | |
Cash Equivalents | 0 | 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 | 0 |
Amounts accrued for interest or penalties | $ 0 | $ 0 | $ 0 |
Temporary equity shares outstanding | 4,575,964 | 37,500,000 | 37,500,000 |
Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Temporary equity shares outstanding | 4,575,964 | 37,500,000 | 37,500,000 |
Common Class A [Member] | Warrant [Member] | |||
Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,041,667 | 16,041,667 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Class A [Member] | ||||
Allocation of net income (loss)—basic | $ 187,314 | $ 2,815,584 | $ 10,526,458 | $ 1,303,686 |
Allocation of net income (loss)—diluted | $ 10,526,458 | $ 1,303,149 | ||
Weighted average ordinary shares outstanding, basic | 9,015,160 | 37,500,000 | 37,500,000 | 36,369,863 |
Weighted average ordinary shares outstanding, diluted | 9,015,160 | 37,500,000 | 37,500,000 | 36,369,863 |
Basic net income (loss) per ordinary share | $ 0.02 | $ 0.08 | $ 0.28 | $ 0.04 |
Diluted net income (loss) per ordinary share | $ 0.02 | $ 0.08 | $ 0.28 | $ 0.04 |
Common Class B [Member] | ||||
Allocation of net income (loss)—basic | $ 194,790 | $ 703,896 | $ 2,631,614 | $ 335,374 |
Allocation of net income (loss)—diluted | $ 2,631,614 | $ 335,911 | ||
Weighted average ordinary shares outstanding, basic | 9,375,000 | 9,375,000 | 9,375,000 | 9,356,164 |
Weighted average ordinary shares outstanding, diluted | 9,375,000 | 9,375,000 | 9,375,000 | 9,375,000 |
Basic net income (loss) per ordinary share | $ 0.02 | $ 0.08 | $ 0.28 | $ 0.04 |
Diluted net income (loss) per ordinary share | $ 0.02 | $ 0.08 | $ 0.28 | $ 0.04 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Jan. 12, 2023 | Jan. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Unit price per share | $ 10 | ||||
Gross proceeds from initial public offering | $ 0 | $ 375,000,000 | |||
Deferred underwriting commissions | $ 13,125,000 | 13,125,000 | $ 13,125,000 | ||
Common Class A [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of founder shares purchased by sponsor | 32,924,036 | ||||
Gross proceeds from initial public offering | $ 375,000,000 | ||||
CommonStockConversionBasis | one-fourth of one | ||||
Public Warrants [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares of common stock converted from each warrant (in shares) | 1 | ||||
Warrant exercise price | $ 11.5 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Offering costs | $ 21,300,000 | ||||
Deferred underwriting commissions | $ 13,100,000 | ||||
IPO [Member] | Common Class A [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Unit price per share | $ 10 | ||||
Number of founder shares purchased by sponsor | 37,500,000 | ||||
Gross proceeds from initial public offering | $ 375,000,000 | ||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of founder shares purchased by sponsor | 2,500,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Private Placement Warrants [Line Items] | |||
Proceeds from sale of private placement units | $ 0 | $ 10,000,000 | |
Private Placement [Member] | |||
Disclosure Of Private Placement Warrants [Line Items] | |||
Class of warrants and rights issued during the period | 6,666,667 | 6,666,667 | |
Class of warrants and rights issued, price per warrant | $ 1.5 | $ 1.5 | |
Proceeds from sale of private placement units | $ 10,000,000 | $ 10,000,000 | |
Offering costs | $ 10,000 | $ 10,000 | |
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | 30 days | |
Private Placement [Member] | Common Class A [Member] | |||
Disclosure Of Private Placement Warrants [Line Items] | |||
Number of shares of common stock converted from each warrant | 1 | 1 | |
Price per warrants | $ 11.5 | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jan. 12, 2023 USD ($) $ / shares | Jan. 09, 2023 | Jan. 12, 2021 USD ($) shares | Sep. 09, 2020 USD ($) $ / shares shares | Dec. 31, 2020 shares | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Sep. 08, 2020 USD ($) $ / shares | |
Related Party Transaction [Line Items] | ||||||||||
Related party transaction, expenses from transactions with related party | $ 30,000 | $ 30,000 | $ 120,000 | $ 116,000 | ||||||
Due to related parties current | 727,324 | 363,744 | ||||||||
Proceeds from note payable to related party | 0 | 6,604 | ||||||||
Due to Related Parties | 110,000 | 80,000 | 0 | |||||||
Accrued expenses related party Current | (231,720) | (176,804) | 0 | |||||||
Description of time limit on contribution of loan | five (5) business days | |||||||||
Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties current | 720,000 | 0 | ||||||||
Warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument conversion price | $ / shares | $ 1.5 | |||||||||
Debt Instrument, Convertible, Number of Equity Instruments | 1,500,000 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction, amounts of transaction | 10,000 | 10,000 | ||||||||
Related party transaction, expenses from transactions with related party | 42,000 | $ 0 | 249,000 | 200,000 | ||||||
Due to related parties current | 0 | 0 | 0 | |||||||
Accrued expenses related party Current | 232,000 | 177,000 | 0 | |||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, face amount | $ 300,000 | |||||||||
Proceeds from note payable to related party | $ 169,000 | |||||||||
Debt instrument interest rate | 0% | |||||||||
Working Capital Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties current | $ 0 | $ 0 | $ 0 | |||||||
Debt instrument convertible into warrants | $ 1,500,000 | |||||||||
Debt instrument conversion price | $ / shares | $ 1.5 | |||||||||
IPO [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, threshold percentage on conversion of shares | 20% | |||||||||
Over-Allotment Option [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Repurchase of shares surrendered by sponsor | shares | 2,500,000 | |||||||||
Shares Issued, shares, share-based payment arrangement, forfeited | shares | 687,500 | |||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Number of shares transferred to the companies directors | shares | 30,000 | |||||||||
Number of shares transferred to the companies strategic advisors | shares | 90,000 | |||||||||
Common stock shares subject to forfeiture | shares | 1,312,500 | |||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period for services shares | shares | 10,062,500 | |||||||||
Common stock par or stated value per share | $ / shares | 0.0001 | $ 0.0001 | ||||||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period for services value | $ 25,000 | |||||||||
Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | 0.0001 | 0.0001 | $ 0.0001 | ||||||
Common Class A [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share transfer, trigger price price per share | $ / shares | $ 12 | $ 12 | ||||||||
Number of consecutive trading days for determining share price | 20 days | 20 days | ||||||||
Number of trading days for determining share price | 30 days | 30 days | ||||||||
Threshold number of trading days for determining share pricefrom date of business combination | 150 days | 150 days | ||||||||
Common Class A [Member] | Over-Allotment Option [Member] | Founder [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Over-allotment option vesting period | 45 days | |||||||||
LHC Sponsor [Member] | Unsecured promissory note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, face amount | $ 2,160,000 | |||||||||
Debt instrument interest rate | 0% | |||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 720,000 | |||||||||
Description of time limit on contribution of loan | two (2) business days |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Jan. 12, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | |||
Underwriters option period | 45 days | 45 days | |
Underwriting discount per unit | $ 0.2 | $ 0.2 | |
Payment for underwriting discount | $ 7.5 | $ 7.5 | |
Deferred underwriting commissions per unit | $ 0.35 | $ 0.35 | |
Over-Allotment Option [Member] | |||
Commitments and Contingencies [Line Items] | |||
Number of additional shares granted | 2,500,000 | 5,250,000 | 5,250,000 |
IPO [Member] | |||
Commitments and Contingencies [Line Items] | |||
Deferred underwriting commission | $ 13.1 | $ 13.1 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Public Warrants [Member] | |||
Disclosure Of Warrant Liabilities [Line Items] | |||
Class of warrants or rights maturity | 5 years | 5 years | |
Class of warrants or rights outstanding | 9,375,000 | 9,375,000 | 9,375,000 |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | |||
Disclosure Of Warrant Liabilities [Line Items] | |||
Sale of stock issue price per share | $ 9.2 | $ 9.2 | |
Proceeds to be used for business combination as a percentage of total capital raising | 60% | 60% | |
Number of trading days for determining the volume weighted average price of shares | 20 days | 20 days | |
Volume weighted average trading price of shares | $ 9.2 | $ 9.2 | |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Trigger Price One [Member] | |||
Disclosure Of Warrant Liabilities [Line Items] | |||
Class of warrants or rights redemption price per unit | 0.01 | 0.01 | |
Newly adjusted issue price | $ 18 | $ 18 | |
Number of trading days for determining the newly issued share price | 20 days | 20 days | |
Number of consecutive trading days for determining the newly issued share price | 30 days | 30 days | |
Exercise price of warrants as a percentage of newly issued share price | 115% | 115% | |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Trigger Price Two [Member] | |||
Disclosure Of Warrant Liabilities [Line Items] | |||
Class of warrants or rights redemption price per unit | $ 0.1 | $ 0.1 | |
Newly adjusted issue price | $ 10 | $ 10 | |
Number of trading days for determining the newly issued share price | 20 days | 20 days | |
Number of consecutive trading days for determining the newly issued share price | 30 days | 30 days | |
Exercise price of warrants as a percentage of newly issued share price | 180% | 180% | |
Redemption period of warrants | 30 days | 30 days | |
Private Placement Warrants [Member] | |||
Disclosure Of Warrant Liabilities [Line Items] | |||
Lock in period of warrants | 30 days | 30 days | |
Class of warrants or rights outstanding | 6,666,667 | 6,666,667 | 6,666,667 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 4,575,964 | 37,500,000 | 37,500,000 |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Temporary Equity, Shares Authorized | 500,000,000 | 500,000,000 | |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | ||
Temporary Equity, Shares Outstanding | 4,575,964 | 37,500,000 | 37,500,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject To Possible Redemption - Summary of Class A Common stock Reflected in the Condensed Balance Sheet (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Gross proceeds from initial public offering | $ 0 | $ 375,000,000 | ||
Less: | ||||
Fair value of Public Warrants at issuance | $ (160,417) | $ (3,850,000) | (8,983,333) | (3,275,000) |
Plus: | ||||
Class A ordinary shares subject to possible redemption, Beginning Balance | 380,260,382 | 375,000,000 | 375,000,000 | |
Increase in redemption value of Class A ordinary shares subject to possible redemption | (1,426,033) | (5,260,382) | ||
Class A ordinary shares subject to possible redemption, Ending Balance | 47,447,084 | 380,260,382 | 375,000,000 | |
Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds from initial public offering | 375,000,000 | |||
Less: | ||||
Offering costs allocated to Class A ordinary shares | (20,898,264) | |||
Plus: | ||||
Accretion on Class A ordinary shares to redemption value | 28,210,764 | |||
Class A ordinary shares subject to possible redemption, Beginning Balance | 380,260,382 | $ 375,000,000 | 375,000,000 | 375,000,000 |
Increase in redemption value of Class A ordinary shares subject to possible redemption | 1,426,033 | 5,260,382 | ||
Redemption | (334,239,331) | |||
Class A ordinary shares subject to possible redemption, Ending Balance | $ 47,447,084 | $ 380,260,382 | 375,000,000 | |
Common Class A [Member] | Common Stock [Member] | ||||
Less: | ||||
Fair value of Public Warrants at issuance | $ (7,312,500) |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Jan. 12, 2023 | Dec. 31, 2021 | Sep. 09, 2020 | |
Stockholders Equity Disclosure [Line Items] | |||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preference shares, shares issued | 0 | 0 | 0 | ||
Preference shares, shares outstanding | 0 | 0 | 0 | ||
Common Class A [Member] | |||||
Stockholders Equity Disclosure [Line Items] | |||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Ordinary shares, shares outstanding | 0 | 0 | 0 | ||
Common stock, voting rights | one vote | one vote | |||
Common Class A [Member] | Sponsor [Member] | |||||
Stockholders Equity Disclosure [Line Items] | |||||
Percentage of shares outstanding after conversion from one class to another | 20% | 20% | |||
Common Class A [Member] | Including Common Stock Shares Subject To Possible Redemption [Member] | |||||
Stockholders Equity Disclosure [Line Items] | |||||
Ordinary shares, shares outstanding | 4,575,964 | 37,500,000 | 37,500,000 | ||
Common Class B [Member] | |||||
Stockholders Equity Disclosure [Line Items] | |||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Ordinary shares, shares outstanding | 9,375,000 | 9,375,000 | 9,375,000 | ||
Common stock, voting rights | one vote | one vote | |||
Common Class B [Member] | Sponsor [Member] | |||||
Stockholders Equity Disclosure [Line Items] | |||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Information about Company's Assets Measured on Recurring Basis (Detail) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account | $ 47,547,084 | $ 380,360,382 | $ 375,032,984 |
Fair Value, Measurements, Recurring [Member] | Level 1 | U.S. Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account | 47,547,084 | 380,360,382 | 375,032,984 |
Fair Value, Measurements, Recurring [Member] | Level 1 | Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 93,750 | 187,500 | 5,437,500 |
Fair Value, Measurements, Recurring [Member] | Level 3 | U.S. Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account | 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Level 3 | Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Level 3 | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | $ 66,667 | $ 133,334 | $ 3,866,667 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of the change in the fair value of the derivative warrant liabilities (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||||
Warrant liabilities at beginning | $ 133,334 | $ 3,866,667 | $ 2,266,667 | $ 3,866,667 | $ 0 |
Issuance of Public and Private Placement Warrants | 12,579,167 | ||||
Public Warrants transferred to Level 1 | (7,312,500) | ||||
Change In Fair Value Of Warrant Liabilities | (66,667) | (1,600,000) | (2,133,333) | (3,733,333) | (1,400,000) |
Warrant liabilities at ending | $ 66,667 | $ 2,266,667 | $ 133,334 | $ 133,334 | $ 3,866,667 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of quantitative information regarding Level 3 fair value measurements inputs (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||
Exercise price | $ 11.5 | $ 11.5 | $ 11.5 |
Stock Price | $ 10.43 | $ 10.09 | $ 9.75 |
Term (in years) | 5 years 4 months 2 days | 5 years 5 months 1 day | 5 years 9 months |
Volatility | 8.90% | 4.90% | 10% |
Risk-free interest rate | 3.53% | 3.91% | 1.32% |
Dividend yield | 0% | 0% | 0% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value Adjustment Of Warrant | $ (160,417) | $ (3,850,000) | $ (8,983,333) | $ (3,275,000) |
Fair Value, Inputs, Level 1, Level 2, and Level 3 [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Transfers between levels | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | 12 Months Ended | ||||||||||||
Apr. 11, 2023 USD ($) | Jan. 12, 2023 USD ($) $ / shares | Jan. 12, 2023 USD ($) $ / shares | Jan. 12, 2023 USD ($) shares $ / shares | Jan. 12, 2023 USD ($) $ / shares | Jan. 09, 2023 USD ($) | Jan. 12, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | May 11, 2023 USD ($) | Mar. 31, 2023 USD ($) $ / shares | Sep. 09, 2020 $ / shares | Sep. 08, 2020 USD ($) | |
Subsequent Event [Line Items] | |||||||||||||
Description of time limit on contribution of loan | five (5) business days | ||||||||||||
Cash | $ 591 | $ 160,991 | $ 591 | ||||||||||
Short-term borrowings | $ 1,440,000 | ||||||||||||
Stock redemption price | $ / shares | $ 10.15 | $ 10.15 | $ 10.15 | $ 10.15 | |||||||||
Stock redeemed or called during period, value | $ 334,200,000 | ||||||||||||
Deferred underwriting commissions | 13,125,000 | 13,125,000 | $ 13,125,000 | ||||||||||
Proceeds from related party debt | $ 0 | $ 6,604 | |||||||||||
Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, convertible, number of equity instruments | 1,500,000 | ||||||||||||
Debt instrument conversion price | $ / shares | $ 1.5 | $ 1.5 | $ 1.5 | $ 1.5 | |||||||||
IPO [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Cash | $ 720,000 | ||||||||||||
Deferred underwriting commissions | $ 13,100,000 | ||||||||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, face amount | $ 300,000 | ||||||||||||
Debt instrument interest rate | 0% | ||||||||||||
Proceeds from related party debt | $ 169,000 | ||||||||||||
LHC Sponsor [Member] | Unsecured promissory note [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, face amount | $ 2,160,000 | $ 2,160,000 | $ 2,160,000 | $ 2,160,000 | |||||||||
Line of credit facility, current borrowing capacity | $ 720,000 | $ 720,000 | $ 720,000 | $ 720,000 | |||||||||
Debt instrument interest rate | 0% | 0% | 0% | 0% | |||||||||
World View [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||
Business combination, consideration transferred | $ 350,000,000 | ||||||||||||
Common Class A [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock par or stated value per share | $ / shares | 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Stock Issued During Period, Shares, New Issues | shares | 32,924,036 | ||||||||||||
Common Class A [Member] | IPO [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 37,500,000 | ||||||||||||
Common Class B [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock par or stated value per share | $ / shares | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock par or stated value per share | $ / shares | 0.0001 | 0.0001 | 0.0001 | 0.0001 | $ 0.0001 | ||||||||
Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock par or stated value per share | $ / shares | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Description of time limit on contribution of loan | five (5) business days | ||||||||||||
Short-term borrowings | $ 1,440,000 | ||||||||||||
Stock redemption price | $ / shares | 10.15 | $ 10.15 | $ 10.15 | $ 10.15 | |||||||||
Stock redeemed or called during period, value | $ 334,200,000 | ||||||||||||
Deferred underwriting commissions | 13,125,000 | ||||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, convertible, number of equity instruments | 1,500,000 | 1,500,000 | |||||||||||
Debt instrument conversion price | $ / shares | $ 1.5 | $ 1.5 | $ 1.5 | $ 1.5 | |||||||||
Subsequent Event [Member] | Promissory Note [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, face amount | $ 480,000 | ||||||||||||
Proceeds from related party debt | $ 240,000 | ||||||||||||
Subsequent Event [Member] | IPO [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Cash | $ 720,000 | ||||||||||||
Subsequent Event [Member] | LHC Sponsor [Member] | Unsecured promissory note [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Description of time limit on contribution of loan | two (2) business days | ||||||||||||
Debt instrument, face amount | $ 2,160,000 | $ 2,160,000 | $ 2,160,000 | $ 2,160,000 | |||||||||
Line of credit facility, current borrowing capacity | $ 720,000 | $ 720,000 | $ 720,000 | $ 720,000 | |||||||||
Debt instrument interest rate | 0% | 0% | 0% | 0% | |||||||||
Subsequent Event [Member] | World View [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||
Business combination, consideration transferred | $ 350,000,000 | ||||||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock par or stated value per share | $ / shares | 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | |||||||||
Stock Issued During Period, Shares, New Issues | shares | 32,924,036 | ||||||||||||
Subsequent Event [Member] | Common Class B [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock par or stated value per share | $ / shares | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||||||
Subsequent Event [Member] | Common Class B [Member] | Sponsor [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock par or stated value per share | $ / shares | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |