Cover Page
Cover Page - shares | 3 Months Ended | |
Dec. 31, 2022 | Feb. 09, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Entity Registrant Name | Far Peak Acquisition Corporation | |
Amendment Flag | false | |
Entity Central Index Key | 0001829426 | |
Document Fiscal Year Focus | 2022 | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2022 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Period Focus | Q1 | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, State or Province | NY | |
Title of 12(b) Security | Class A ordinary shares | |
Trading Symbol | FPAC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity File Number | 001-39749 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 511 6th Ave #7342 | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | 917 | |
Local Phone Number | 737-1541 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | FPAC.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | FPAC.W | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 60,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,750,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Current assets: | ||
Cash | $ 1,897,876 | $ 2,220,941 |
Prepaid expenses | 85,348 | 76,042 |
Total current assets | 1,983,224 | 2,296,983 |
Investments held in Trust Account | 606,938,498 | 602,690,646 |
Total Assets | 608,921,722 | 604,987,629 |
Current liabilities: | ||
Accrued expenses | 13,451,792 | 10,436,125 |
Accounts payable | 206,091 | 69,668 |
Total current liabilities | 13,657,883 | 10,505,793 |
Deferred legal fees | 0 | 400,000 |
Derivative warrant liabilities | 0 | 5,983,998 |
Total liabilities | 13,657,883 | 16,889,791 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption; 60,000,000 shares at approximately $10.11 and $10.04 per share as of December 31, 2022 and September 30, 2022, respectively | 606,838,498 | 602,590,646 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (11,575,634) | (14,493,783) |
Total shareholders' deficit | (11,574,659) | (14,492,808) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 608,921,722 | 604,987,629 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption; 60,000,000 shares at approximately $10.11 and $10.04 per share as of December 31, 2022 and September 30, 2022, respectively | 606,838,498 | 602,590,646 |
Shareholders' Deficit | ||
Common Stock Value | 0 | 0 |
Common Class B [Member] | ||
Shareholders' Deficit | ||
Common Stock Value | $ 975 | $ 975 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Sep. 30, 2022 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 60,000,000 | 60,000,000 |
Temporary equity redemption price per share | $ 10.11 | $ 10.04 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 9,750,000 | 9,750,000 |
Common stock shares outstanding | 9,750,000 | 9,750,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expenses | $ 3,065,849 | $ 2,362,050 |
Loss on operations | (3,065,849) | (2,362,050) |
Other income (expenses): | ||
Change in fair value of derivative warrant liabilities | 5,983,998 | (7,020,000) |
Income from investments held in Trust Account | 4,247,852 | 11,767 |
Net income (loss) | $ 7,166,001 | $ (9,370,283) |
Common Class A [Member] | ||
Other income (expenses): | ||
Weighted average shares outstanding of ordinary shares - Basic | 60,000,000 | 60,000,000 |
Weighted average shares outstanding of ordinary shares - Diluted | 60,000,000 | 60,000,000 |
Basic net income (loss) per ordinary share | $ 0.1 | $ (0.13) |
Diluted net income (loss) per ordinary share | $ 0.1 | $ (0.13) |
Common Class B [Member] | ||
Other income (expenses): | ||
Weighted average shares outstanding of ordinary shares - Basic | 9,750,000 | 9,750,000 |
Weighted average shares outstanding of ordinary shares - Diluted | 9,750,000 | 9,750,000 |
Basic net income (loss) per ordinary share | $ 0.1 | $ (0.13) |
Diluted net income (loss) per ordinary share | $ 0.1 | $ (0.13) |
Condensed Statements of Changes
Condensed Statements of Changes In Shareholders' Deficit - USD ($) | Total | Common Class A [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Sep. 30, 2021 | $ (66,707,841) | $ 0 | $ 975 | $ 0 | $ (66,708,816) | |
Beginning balance (in Shares) at Sep. 30, 2021 | 0 | 9,750,000 | ||||
Net income (loss) | (9,370,283) | (9,370,283) | ||||
Ending balance at Dec. 31, 2021 | (76,078,124) | $ 0 | $ 975 | 0 | (76,079,099) | |
Ending balance (in Shares) at Dec. 31, 2021 | 0 | 9,750,000 | ||||
Beginning balance at Sep. 30, 2021 | (66,707,841) | $ 0 | $ 975 | 0 | (66,708,816) | |
Beginning balance (in Shares) at Sep. 30, 2021 | 0 | 9,750,000 | ||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ 2,590,646 | |||||
Ending balance at Sep. 30, 2022 | (14,492,808) | $ 0 | $ 975 | 0 | (14,493,783) | |
Ending balance (in Shares) at Sep. 30, 2022 | 0 | 9,750,000 | ||||
Net income (loss) | 7,166,001 | 7,166,001 | ||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (4,247,852) | $ 4,247,852 | (4,247,852) | |||
Ending balance at Dec. 31, 2022 | $ (11,574,659) | $ 0 | $ 975 | $ 0 | $ (11,575,634) | |
Ending balance (in Shares) at Dec. 31, 2022 | 0 | 9,750,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net Income (loss) | $ 7,166,001 | $ (9,370,283) |
Adjustments to reconcile net income (loss) to cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (5,983,998) | 7,020,000 |
Income from investments held in Trust Account | (4,247,852) | (11,767) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (9,306) | 157,500 |
Accrued expenses | 2,615,667 | 2,026,500 |
Accounts payable | 136,423 | 38,524 |
Net cash used in operating activities | (323,065) | (139,526) |
Net change in cash | (323,065) | (139,526) |
Cash - beginning of the period | 2,220,941 | 172,454 |
Cash - end of the period | $ 1,897,876 | $ 32,928 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1-Description Far Peak Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 19, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations and had not completed a Business Combination. All activity for the period from October 19, 2020 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), and since closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Far Peak LLC, a Cayman Islands exempted limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 2, 2020. On December 7, 2020, the Company consummated its Initial Public Offering of 55,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $550.0 million, and incurring offering costs of approximately $23.7 million, inclusive of $7.5 million in underwriting commissions, approximately $15.4 million in deferred underwriting commissions (Note 6), $400,000 in deferred legal fees, approximately $4.0 million of other expenses, and net of reimbursement from the underwriters of $3.6 million. The underwriters were granted a 45-day Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,000,000 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 and certain funds and accounts managed by subsidiaries of BlackRock, Inc., who invested in the Company at the time of its initial public offering (collectively, the “Anchor Investor”), generating gross proceeds of $10.5 million (and in January, March and May 2022, pursuant to commitments made at the time of the Initial Public Offering, the Company completed the sale of an additional 199,998 Private Placement Warrants at $1.50 per warrant for aggregate gross proceeds of $300,000) (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $550.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement, and upon the completion of the Over-Allotment Option a further $50.0 million of net proceeds of the sale of Units, were placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under 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, including the Over-Allotment Option, and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the 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, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to certain limitations as described in the prospectus. The per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor agreed (a) to waive its redemption rights with respect to any Founder Shares and any Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company has 27 months from the closing of the Initial Public Offering, or March 7, 2023 (since the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 24 months from the closing of the Initial Public Offering but has not completed the initial Business Combination within such 24 month period) to consummate a Business Combination (the “Combination Period”). At this time, the Company does not expect it will be able to complete a Business Combination by March 7, 2023, the end of the Combination Period. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Termination of Proposed Bullish Transaction On July 8, 2021, as disclosed in the Company’s Form 8-K On June 29, 2022, the Company, Bullish, the Merger Subs and Bullish Global entered into Amendment No. 3 to the Business Combination Agreement (the “Third Business Combination Agreement Amendment”) to further extend the Outside Date to December 31, 2022 in order to facilitate the completion of the Transactions. Additionally, as consideration for the Company’s agreement to enter into the Third Business Combination Agreement Amendment, Bullish Global paid a $2.5 million extension fee at the time of signing. The fee will be used for working capital of the Company, including payments of no more than $70,000 per quarter to an entity affiliated with the Sponsor to reimburse it for certain out-of-pocket Under the terms of the BCA, each of the Company and Bullish have the right to terminate the BCA if the Bullish Transaction has not been consummated by the Outside Date. On December 22, 2022, the Company and Bullish issued a joint press release announcing the termination of their proposed business combination. The termination will also make void all ancillary agreements executed concurrently with the Business Combination Agreement. As a result of the termination of the proposed business combination with Bullish, the Company does not currently expect it will complete a Business Combination by March 7, 2023, the end of the Combination Period. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the annual Form 10-K 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Liquidity and Going Concern As of December 31, 2022, the Company had approximately $1.9 million cash in its operating bank account and a working capital deficit of approximately $11.7 million. The Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to cover certain offering costs on behalf of the Company in exchange for the issuance of the Founder Shares, the loan under the Promissory Note (as defined in Note 5) from the Sponsor of approximately $195,000 (see Note 5) to the Company, the reimbursement of certain offering costs from the underwriters of $3.6 million, and the net proceeds from the consummation of the Private Placement not held in the Trust Account (including the additional Private Placements in January, March and May 2022). Additionally, the Sponsor and the Anchor Investor have agreed to provide to the Company an aggregate of $1.0 million of proceeds from the purchase of additional private placement warrants, at $1.50 per warrant, split between them pro rata The Company may need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its 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, it 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 these 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 condensed financial statements are available to be issued. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board (“FASB”) ASC Topic 205-40, 3. The Company’s Management does not intend to pursue a Business Combination and will facilitate the Company’s mandatory liquidation following March 7, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents as of December 31, 2022 and September 30, 2022. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in the Trust Account consists entirely of U.S. government securities with an original maturity of 185 days or less. Investments Held in Trust Account The Company’s portfolio of investments 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 condensed 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 is included in income from investments held in Trust Account in the accompanying unaudited condensed 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 unaudited condensed balance sheet, primarily due to their short-term nature (except for the derivative warrant liabilities, see Note 10). Fair Value Measurements The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices 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. 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, presented as non-operating 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 ordinary share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” 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. 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 Initial Public Offering, 60,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed 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 (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net Income (Loss) 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 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 issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 27,000,000 ordinary shares in the calculation of diluted income (loss) per ordinary share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per share of ordinary share: For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - basic and diluted $ 6,164,302 $ 1,001,699 $ (8,060,458 ) $ (1,309,825 ) Denominator: Basic weighted average ordinary shares outstanding 60,000,000 9,750,000 60,000,000 9,750,000 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ (0.13 ) $ (0.13 ) Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and September 30, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and September 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed 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. Recent Accounting Pronouncement In June 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-03, 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 financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3-Initial On December 7, 2020, the Company consummated its Initial Public Offering of 55,000,000 Units, at $10.00 per Unit, generating gross proceeds of $550.0 million, and incurring offering costs of approximately $23.7 million, inclusive of approximately $15.4 million in deferred underwriting commissions, $400,000 in deferred legal fees, approximately $4.0 million of other expenses, and net of reimbursement from the underwriters of $3.6 million. The underwriters were granted a 45-day Each Unit consists of one Class A ordinary share and one-third |
Private Placement
Private Placement | 3 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement | Note 4-Private Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor and the Anchor Investor, generating gross proceeds of $10.5 million. In January 2022 and March 2022, pursuant to commitments made at the time of the Initial Public Offering, the Company completed the sale of an additional 133,332 Private Placement Warrants at $1.50 per warrant for aggregate gross proceeds of approximately $200,000. On May 13, 2022, pursuant to commitments made at the time of the Initial Public Offering, the Company completed the sale of an additional 66,666 Private Placement Warrants at $1.50 per warrant for aggregate gross proceeds of approximately $100,000 to the Sponsor and the Anchor Investor (33,333 each). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants 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 proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5-Related Founder Shares On October 21, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 9,750,000 Class B ordinary shares (the “Founder Shares”). The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Promissory Note - Related Party On October 21, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest 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”). Such Working Capital Loans will be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2022 and September 30, 2022, the Company had no borrowings under the Working Capital Loans. Additional Private Placements – Related Party Additionally, the Sponsor and the Anchor Investor have agreed to provide to the Company an aggregate of $1,000,000 of proceeds from the purchase of additional private placement warrants, at $1.50 per warrant, split between them pro rata in relation to their holdings of private placement warrants as necessary for working capital (or in lieu of such warrant purchase, the Sponsor will lend up to such amount to the Company)($300,000 of this commitment has been funded to date). In January 2022 and March 2022, pursuant to this commitment, the Sponsor and the Anchor Investor purchased (in each private placement transaction), an additional 66,666 Private Placement Warrant (33,333 each) for aggregate gross proceeds of approximately $100,000. On May 13, 2022, pursuant to commitments made at the time of the Initial Public Offering, the Company completed the sale of an additional 66,666 Private Placement Warrants at $1.50 per warrant for aggregate gross proceeds of approximately $100,000) to the Sponsor and the Anchor Investor (33,333 each). Services Agreement – Related Party On July 5, 2022, the Company entered into a Services Agreement with Far Peak Management Company LLC (“Management Company”), an affiliate of the Sponsor, pursuant to which Management Company provides certain services necessary for the conduct of the Company’s business, and the Company agreed to reimburse Management Company for its reasonable and documented out-of-pocket reasonable out-of-pocket costs |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6-Commitments Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. Underwriting Agreement The underwriters were entitled to a cash underwriting discount of approximately $0.14 per Unit, or $7.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of approximately $0.2807 per Unit, or approximately $15.4 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On May 20, 2022, the underwriters waived their deferred fee, resulting in a gain from settlement of deferred underwriting commissions of approximately $15.4 million. Deferred Legal Fees The Company entered into an engagement letter with legal counsel to obtain legal advisory services, related to the Company’s Initial Public Offering, pursuant to which the legal counsel agreed to defer their fees (“deferred legal fees”). The deferred fee will become payable solely in the event that the Company completes a Business Combination, subject to the terms of the engagement letter. On December 7, 2020, the Company recorded deferred legal fees of $400,000 in connection with legal services received for its Initial Public Offering in the accompanying condensed balance sheet. Consulting fees The Company has an agreement with a third party consultant to provide certain advisory services to the Company relating to identification of and negotiation with potential targets, assistance with due diligence, marketing, financial analyses and investor relations, pursuant to which the consultant has agreed to defer its fees and have payment of such fees to be solely contingent on the Company closing a Business Combination. As of December 31, 2022 and 2021, the Company has incurred approximately $7.7 million in contingent fees pursuant to the agreement. The Company will recognize an expense for these services when the performance trigger is considered probable, which in this case will occur upon closing of a Business Combination. Lease Agreement On January 12, 2021, the Company executed a lease agreement with an affiliate of the Sponsor, subleasing office approximately 2,300 square feet space in New York, New York. The lease calls for monthly minimum lease payments of $12,500 during the term of the sublease, which ended on January 30, 2022. On July 27, 2021, the Company amended the lease agreement to a lease payment of $37,500 during the term of the sublease, which ended on April 30, 2022. For the three months ended December 31, 2022 and 2021, the Company incurred approximately $0 and $38,000 of rental lease expenses, respectively. Litigation From time to time, the Company may be subject to legal proceedings and claims that arise in the search for a potential target business; however, the Company is not aware of any pending or threatened litigation that it believes is reasonably likely to have a material adverse effect on its results of operations, financial position, or cash flows. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 7-Derivative Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of 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 so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) 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 If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor, Anchor Investor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity Disclosure | 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 September 30, 2022, there were 60,000,000 Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 600,000,000 Less: Fair value of Public Warrants at issuance (40,000,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (22,036,645 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 62,036,645 Class A ordinary shares subject to possible redemption at September 30, 2021 600,000,000 Remeasurement of redemption value of Class A ordinary shares subject to possible redemption 2,590,646 Class A ordinary shares subject to possible redemption at September 30, 2022 602,590,646 Remeasurement of redemption value of Class A ordinary shares subject to possible redemption 4,247,852 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 606,838,498 |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Deficit | Note 9-Shareholders’ Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof on a share-for-share |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 - Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and September 30, 2022 by level within the fair value hierarchy: DECEMBER 31, 2022 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account - money market fund $ 606,938,498 $ — $ — SEPTEMBER 30, 2022 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account - money market fund $ 602,690,646 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 4,400,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ 1,583,998 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement in January 2021, when the Public Warrants were separately listed and traded. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of January 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. There were no other transfers to/from Levels 1, 2, and 3 for the period from October 19, 2020 (inception) through December 31, 2022. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of Public Warrants issued in connection with the Initial Public Offering are measured based on the listed market price of such warrants, a Level 1 measurement. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. For the three months ended December 31, 2022 and 2021, the Company recognized a charge to the statements of operations resulting from a decrease (increase) in the fair value of derivative warrants liabilities of approximately $6.0 million and $(7.0) million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying condensed statements of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events Management evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements. On January 10, 2023, a Form 25-NSE was filed to notify the SEC of the withdrawal of the Public Warrants from listing on the New York Stock Exchange. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents as of December 31, 2022 and September 30, 2022. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in the Trust Account consists entirely of U.S. government securities with an original maturity of 185 days or less. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments 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 condensed 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 is included in income from investments held in Trust Account in the accompanying unaudited condensed 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 unaudited condensed balance sheet, primarily due to their short-term nature (except for the derivative warrant liabilities, see Note 10). |
Fair Value Measurements | Fair Value Measurements The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices 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. |
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, presented as non-operating non-current |
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 ordinary share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” 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. 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 Initial Public Offering, 60,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed 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 (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) 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 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 issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 27,000,000 ordinary shares in the calculation of diluted income (loss) per ordinary share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per share of ordinary share: For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - basic and diluted $ 6,164,302 $ 1,001,699 $ (8,060,458 ) $ (1,309,825 ) Denominator: Basic weighted average ordinary shares outstanding 60,000,000 9,750,000 60,000,000 9,750,000 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ (0.13 ) $ (0.13 ) |
Income Taxes | Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and September 30, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and September 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncement In June 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-03, 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 financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Net Income Per Share | The following table reflects the calculation of basic and diluted net income (loss) per share of ordinary share: For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - basic and diluted $ 6,164,302 $ 1,001,699 $ (8,060,458 ) $ (1,309,825 ) Denominator: Basic weighted average ordinary shares outstanding 60,000,000 9,750,000 60,000,000 9,750,000 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ (0.13 ) $ (0.13 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary Of Reconciliation Of Ordinary Shares Subject To Possible Redemption | The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 600,000,000 Less: Fair value of Public Warrants at issuance (40,000,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (22,036,645 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 62,036,645 Class A ordinary shares subject to possible redemption at September 30, 2021 600,000,000 Remeasurement of redemption value of Class A ordinary shares subject to possible redemption 2,590,646 Class A ordinary shares subject to possible redemption at September 30, 2022 602,590,646 Remeasurement of redemption value of Class A ordinary shares subject to possible redemption 4,247,852 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 606,838,498 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements, Recurring and Nonrecurring | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and September 30, 2022 by level within the fair value hierarchy: DECEMBER 31, 2022 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account - money market fund $ 606,938,498 $ — $ — SEPTEMBER 30, 2022 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account - money market fund $ 602,690,646 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 4,400,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ 1,583,998 $ — |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | 3 Months Ended | 11 Months Ended | |||||
Jan. 01, 2022 | Dec. 21, 2020 | Dec. 07, 2020 | Oct. 21, 2020 | Dec. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Nature Of Operations [Line Items] | |||||||
Sale of stock issue price per share | $ 10 | ||||||
Payment of stock issuance costs net of reimbursement from underwriters | $ 7,500,000 | ||||||
Deferred underwriting fees payable non current | 15,400,000 | ||||||
Deferred legal fees non current | $ 400,000 | $ 0 | $ 400,000 | ||||
Payments to acquire trust preferred investments | $ 600,000,000 | $ 550,000,000 | |||||
Term of restricted investments | 185 days | ||||||
Minimum net worth to effect business combination | $ 5,000,001 | ||||||
Percentage of public shareholding that can be transferred without any restriction | 15% | ||||||
Shares redemption obligation percentage | 100% | ||||||
Expenses payable on dissolution | $ 100,000 | ||||||
Cash | 1,897,876 | $ 2,220,941 | |||||
Payments of extension fees | 2,500,000 | ||||||
Anchor Investor [Member] | |||||||
Nature Of Operations [Line Items] | |||||||
Commitment Of Funding Received In Lieu Of Warrant Purchase | 300,000 | ||||||
Third Business Combination Agreement Amendment [Member] | |||||||
Nature Of Operations [Line Items] | |||||||
Payments of extension fees | 2,500,000 | ||||||
Sponsor [Member] | |||||||
Nature Of Operations [Line Items] | |||||||
Cash | 1,900,000 | ||||||
Working capital | 11,700,000 | ||||||
Stock issued during the period value for services | $ 25,000 | ||||||
Proceeds from related party debt | 195,000 | ||||||
Reimbursement from the underwriters | $ 3,600,000 | ||||||
Management fees payable per calender quarter | 70,000 | ||||||
Maximum [Member] | Sponsor [Member] | Anchor Investor [Member] | |||||||
Nature Of Operations [Line Items] | |||||||
Commitment Of Funding Received In Lieu Of Warrant Purchase | $ 300,000 | ||||||
Minimum [Member] | |||||||
Nature Of Operations [Line Items] | |||||||
Percentage of the fair value of assets in trust account of the target company net of deferred underwriting commissions and taxes | 80% | ||||||
Temporary equity redemption price per share | $ 10 | ||||||
Minimum [Member] | Other Investment [Member] | |||||||
Nature Of Operations [Line Items] | |||||||
Equity method investment ownership percentage | 50% | ||||||
IPO [Member] | |||||||
Nature Of Operations [Line Items] | |||||||
Stock issued during period shares new issues | 55,000,000 | ||||||
Sale of stock issue price per share | $ 10 | ||||||
Proceeds received from initial public offering, gross | $ 550,000,000 | ||||||
Adjustments to additional paid in capital stock issuance costs | 23,700,000 | ||||||
Payment of stock issuance costs net of reimbursement from underwriters | 7,500,000 | ||||||
Deferred underwriting fees payable non current | 15,400,000 | ||||||
Deferred legal fees non current | 400,000 | ||||||
Other expenses | 4,000,000 | ||||||
Reimbursement from the underwriters | $ 3,600,000 | ||||||
Over-Allotment Option [Member] | |||||||
Nature Of Operations [Line Items] | |||||||
Stock issued during period shares new issues | 5,000,000 | 8,250,000 | |||||
Sale of stock issue price per share | $ 10 | $ 10 | |||||
Proceeds received from initial public offering, gross | $ 50,000,000 | ||||||
Sale of stock, consideration received | $ 50,000,000 | ||||||
Over-Allotment Option [Member] | Maximum [Member] | |||||||
Nature Of Operations [Line Items] | |||||||
Stock issued during period shares new issues | 8,250,000 | ||||||
Private Placement Warrants [Member] | |||||||
Nature Of Operations [Line Items] | |||||||
Stock issued during period shares new issues | 199,998 | 7,000,000 | |||||
Class of warrant or right price per warrant | $ 1.5 | $ 1.5 | |||||
Proceeds from issue of warrants | $ 300,000 | 10,500,000 | |||||
Private Placement Warrants [Member] | Sponsor [Member] | |||||||
Nature Of Operations [Line Items] | |||||||
Proceeds from issue of warrants | $ 1,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | |
Statement Lineitems [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Cash insured with federal insurance | $ 250,000 | 250,000 |
Potentially dilutive common shares excluded from the computation of weighted-average shares outstanding | 27,000,000 | |
Unrecognised tax benefits | $ 0 | 0 |
Unrecognised tax benefits interest and penalties accrued | $ 0 | $ 0 |
Common Class A [Member] | ||
Statement Lineitems [Line Items] | ||
Ordinary shares subject to possible redemption shares | 60,000,000 | 60,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Share (Detail) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common Class A [Member] | ||
Numerator: Income allocable to Class A ordinary shares | ||
Allocation of net income (loss) - basic | $ 6,164,302 | $ (8,060,458) |
Allocation of net income (loss) - diluted | $ 6,164,302 | $ (8,060,458) |
Denominator: Weighted average Class ordinary shares | ||
Basic weighted average ordinary shares outstanding | 60,000,000 | 60,000,000 |
Basic net income (loss) per ordinary share | $ 0.1 | $ (0.13) |
Diluted net income (loss) per ordinary share | $ 0.1 | $ (0.13) |
Common Class B [Member] | ||
Numerator: Income allocable to Class A ordinary shares | ||
Allocation of net income (loss) - basic | $ 1,001,699 | $ (1,309,825) |
Allocation of net income (loss) - diluted | $ 1,001,699 | $ (1,309,825) |
Denominator: Weighted average Class ordinary shares | ||
Basic weighted average ordinary shares outstanding | 9,750,000 | 9,750,000 |
Basic net income (loss) per ordinary share | $ 0.1 | $ (0.13) |
Diluted net income (loss) per ordinary share | $ 0.1 | $ (0.13) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 21, 2020 | Dec. 07, 2020 | Oct. 21, 2020 | Dec. 31, 2022 | Sep. 30, 2022 |
Nature Of Operations [Line Items] | |||||
Sale of stock issue price per share | $ 10 | ||||
Deferred underwriting fees payable non current | $ 15,400,000 | ||||
Deferred legal fees payable non current | $ 400,000 | $ 0 | $ 400,000 | ||
Payments to acquire trust preferred investments | $ 600,000,000 | $ 550,000,000 | |||
Public Warrants And Class A Common Stock [Member] | |||||
Nature Of Operations [Line Items] | |||||
Common stock par or stated value per share | $ 11.5 | ||||
IPO [Member] | |||||
Nature Of Operations [Line Items] | |||||
Stock issued during period shares new issues | 55,000,000 | ||||
Sale of stock issue price per share | $ 10 | ||||
Proceeds from initial public offer | $ 550,000,000 | ||||
Adjustments to additional paid in capital stock issuance costs | 23,700,000 | ||||
Deferred underwriting fees payable non current | 15,400,000 | ||||
Deferred legal fees payable non current | 400,000 | ||||
Other Expenses | 4,000,000 | ||||
Reimbursement from the underwriters | $ 3,600,000 | ||||
Over-Allotment Option [Member] | |||||
Nature Of Operations [Line Items] | |||||
Stock issued during period shares new issues | 5,000,000 | 8,250,000 | |||
Sale of stock issue price per share | $ 10 | $ 10 | |||
Proceeds from initial public offer | $ 50,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement Warrants [Member] - USD ($) | 1 Months Ended | 3 Months Ended | |||
May 13, 2022 | Jan. 01, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2022 | |
Private Placement [Line Items] | |||||
Stock issued during period shares new issues | 66,666 | 133,332 | 66,666 | 66,666 | 7,000,000 |
Class of warrant or right price per warrant | $ 1.5 | $ 1.5 | $ 1.5 | ||
Proceeds from issue of warrants | $ 100,000 | $ 200,000 | $ 10,500,000 | ||
Exercise price of warrants or rights | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | |||||||
Jul. 05, 2022 | May 13, 2022 | Jan. 01, 2022 | Dec. 07, 2020 | Oct. 21, 2020 | Mar. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||||||||
Business Combination, Integration Relate | $ 2,500,000 | |||||||||
Service Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Business Combination, Integration Relate | $ 70,000 | |||||||||
Due to Related Parties, Current | 21,000 | |||||||||
Anchor Investor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due from Related Parties, Current | 300,000 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period value for services | $ 25,000 | |||||||||
Working capital loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | ||||||||
Debt instrument conversion price per share | $ 1.5 | $ 1.5 | ||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face value | $ 300,000 | |||||||||
Repayment of related party debt | $ 195,000 | |||||||||
Services Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction | $ 64,000 | |||||||||
Common Class A [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 12 | |||||||||
Number Of Trading Days For Determining The Share Price | 20 days | |||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||
Common Class A [Member] | Sponsor [Member] | Lock In Period Two [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Lock in period of shares | 150 days | |||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during the period value for services | $ 25,000 | |||||||||
Stock issued during the period shares for services | 9,750,000 | |||||||||
Common Class B [Member] | Sponsor [Member] | Lock In Period One [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Lock in period of shares | 1 year | |||||||||
Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds received from private placement | $ 100,000 | $ 200,000 | 10,500,000 | |||||||
Class of warrant or right price per warrant | $ 1.5 | $ 1.5 | $ 1.5 | |||||||
Stock issued during period shares new issues | 66,666 | 133,332 | 66,666 | 66,666 | 7,000,000 | |||||
Private Placement Warrants [Member] | Anchor Investor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds received from private placement | $ 33,333 | $ 33,333 | $ 33,333 | |||||||
Class of warrant or right price per warrant | $ 1.5 | |||||||||
Private Placement Warrants [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds received from private placement | $ 100,000 | $ 100,000 | $ 100,000 | $ 1,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended | ||||||
May 20, 2022 USD ($) | Jul. 27, 2021 USD ($) | Jan. 12, 2021 USD ($) ft² | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Dec. 07, 2020 USD ($) | |
Cash underwriting discount per share | $ / shares | $ 0.14 | ||||||
Payment of stock issuance costs net of reimbursement from underwriters | $ 7,500,000 | ||||||
Deferred underwriting fee payable per share | $ / shares | $ 0.2807 | ||||||
Deferred underwriting fees payable non current | $ 15,400,000 | ||||||
Deferred legal fees non current | 0 | $ 400,000 | $ 400,000 | ||||
Operating leases, rent expense, sublease rentals | 0 | $ 38,000 | |||||
Sublease payments | $ 37,500 | $ 12,500 | |||||
Subleasing office area | ft² | 2,300 | ||||||
Sublease maturity date | Apr. 30, 2022 | Jan. 30, 2022 | |||||
Gain On Settlement Of Deferred Underwriting Commissions | $ 15,400,000 | ||||||
Contingent fees | $ 7,700,000 | $ 7,700,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) | 3 Months Ended |
Dec. 31, 2022 $ / shares | |
Class of Stock [Line Items] | |
Class of warrants or rights redemption price | $ 0.01 |
Number of days of notice to be given to warrant holder prior to redemption | 30 days |
Sale of stock issue price per share | $ 10 |
Event Triggering Warrant Redemption Price [Member] | |
Class of Stock [Line Items] | |
Sale of stock issue price per share | $ 9.2 |
Percentage of the gross proceeds used for business combination | 60% |
Volume weighted average price of shares | $ 9.2 |
Event Triggering Warrant Redemption Price [Member] | Warrant Redemption Adjusted Price One [Member] | |
Class of Stock [Line Items] | |
Warrant redemption price as a percentage of adjusted market value of shares | 115% |
Event Triggering Warrant Redemption Price [Member] | Warrant Redemption Adjusted Price Two [Member] | |
Class of Stock [Line Items] | |
Warrant redemption price as a percentage of adjusted market value of shares | 180% |
Public Warrants [Member] | |
Class of Stock [Line Items] | |
Warrants and rights outstanding, term | 5 years |
Public Warrants [Member] | Triggering Share Price One [Member] | |
Class of Stock [Line Items] | |
Share price triggering warrant redemption | $ 18 |
Number of trading days for determining the share price | 20 days |
Number of consecutive trading days for determining the share price | 30 days |
Public Warrants [Member] | Triggering Share Price Two [Member] | |
Class of Stock [Line Items] | |
Share price triggering warrant redemption | $ 10 |
Class of warrants or rights redemption price | $ 0.1 |
Number of days of notice to be given to warrant holder prior to redemption | 30 days |
Number of trading days for determining the share price | 20 days |
Number of consecutive trading days for determining the share price | 30 days |
Public Warrants [Member] | Thirty Days After Business Combination [Member] | |
Class of Stock [Line Items] | |
Class of warrants or rights period after which the warrants will be excercisable | 30 |
Public Warrants [Member] | Twelve Months After Initial Public Offer [Member] | |
Class of Stock [Line Items] | |
Class of warrants or rights period after which the warrants will be excercisable | one year |
Public Warrants And Class A Common Stock [Member] | |
Class of Stock [Line Items] | |
Period within which securities shall be registered after the closure of business combination | 20 days |
Period within which securities registration shall become effective from the date of closure of business combination | 60 days |
Private Warrants [Member] | |
Class of Stock [Line Items] | |
Class of warrants or rights lock in period | 30 days |
Private Warrants [Member] | Triggering Share Price One [Member] | |
Class of Stock [Line Items] | |
Share price triggering warrant redemption | $ 18 |
Number of trading days for determining the share price | 20 days |
Number of consecutive trading days for determining the share price | 30 days |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Details) - $ / shares | 3 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | |
Common Stock, Voting Rights | one vote | |
Common Class A [Member] | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Voting Rights | one vote | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 60,000,000 | 60,000,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Summary Of Reconciliation Of Ordinary Shares Subject To Possible Redemption (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption | $ (4,247,852) | ||
Class A ordinary shares subject to possible redemption | 606,838,498 | $ 602,590,646 | |
Common Class A [Member] | |||
Gross proceeds from Initial Public Offering | $ 600,000,000 | ||
Fair value of Public Warrants at issuance | (40,000,000) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (22,036,645) | ||
Accretion on Class A ordinary shares subject to possible redemption amount | 62,036,645 | ||
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption | 4,247,852 | 2,590,646 | |
Class A ordinary shares subject to possible redemption | $ 606,838,498 | $ 602,590,646 | $ 600,000,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock, voting rights | one vote | |
Common Class A [Member] | ||
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Shares outstanding including shares subject to possible redemption | 60,000,000 | 60,000,000 |
Shares issued including shares subject to possible redemption | 60,000,000 | 60,000,000 |
Common stock, voting rights | one vote | |
Common Class B [Member] | ||
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 9,750,000 | 9,750,000 |
Common stock shares outstanding | 9,750,000 | 9,750,000 |
Common stock, voting rights | one vote |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Liabilities: | ||
Derivative warrant liabilities | $ 0 | $ 5,983,998 |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account - money market fund | 606,938,498 | 602,690,646 |
Fair Value, Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 4,400,000 | |
Fair Value, Recurring [Member] | Level 1 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | |
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Assets: | ||
Investments held in Trust Account - money market fund | 0 | 0 |
Fair Value, Recurring [Member] | Level 2 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | |
Fair Value, Recurring [Member] | Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 1,583,998 | |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Assets: | ||
Investments held in Trust Account - money market fund | $ 0 | 0 |
Fair Value, Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | |
Fair Value, Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 26 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Fair value transfers between levels | $ 0 | ||
Change in fair value of derivative warrant liabilities | $ (5,983,998) | $ 7,020,000 | |
Derivative [Member] | |||
Change in fair value of derivative warrant liabilities | $ 6,000,000 | $ (7,000,000) |