Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | LAZARD GROWTH ACQUISITION CORP. I | |
Entity Central Index Key | 0001836337 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity File Number | 001-40035 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1571783 | |
Entity Address, Address Line One | 30 Rockefeller Plaza | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10112 | |
City Area Code | 212 | |
Local Phone Number | 632-6000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Units, Each Consisting of One Class A Ordinary Share and One-fifth of One Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant | |
Trading Symbol | LGACU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares, Par Value $0.0001 Per Share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | LGAC | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, Exercisable for One Class A Ordinary Share at Exercise Price of $11.50 Per Share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | LGACW | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 57,500,000 | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,375,000 |
Condensed Unaudited Balance She
Condensed Unaudited Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 263,037 | $ 660,069 |
Prepaid expenses | 345,396 | 1,056,726 |
Total current assets | 608,433 | 1,716,795 |
Other assets: | ||
Cash equivalents held in Trust Account | 578,594,683 | 575,033,252 |
TOTAL ASSETS | 579,203,116 | 576,750,047 |
Current liabilities: | ||
Related party loans | 4,000,000 | 2,000,000 |
Accrued expenses and payable to affiliate | 2,280,844 | 3,997,673 |
Accrued offering and formation costs | 70,000 | |
Total current liabilities | 6,280,844 | 6,067,673 |
Other liabilities: | ||
Deferred underwriting commissions | 20,125,000 | 20,125,000 |
Total liabilities | 27,430,844 | 44,207,673 |
Commitments and contingencies | ||
Temporary Equity | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 57,500,000 shares issued, outstanding and subject to possible redemption at $10.06 and $10.00 per share, respectively | 578,494,683 | 575,000,000 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Accumulated Deficit | (26,723,849) | (42,459,064) |
Total shareholders' deficit | (26,722,411) | (42,457,626) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 579,203,116 | 576,750,047 |
Class A Ordinary Shares | ||
Other liabilities: | ||
Warrants exercisable for Class A ordinary shares, at fair value | 1,025,000 | 18,015,000 |
Class B Ordinary Shares | ||
Shareholders' Deficit | ||
Ordinary shares | $ 1,438 | $ 1,438 |
Condensed Unaudited Balance S_2
Condensed Unaudited Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preference shares, par value | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Class A Ordinary Shares Subject to Possible Redemption | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 500,000,000 | 500,000,000 |
Temporary equity, shares issued | 57,500,000 | 57,500,000 |
Temporary equity, shares outstanding | 57,500,000 | 57,500,000 |
Temporary equity, redemption per share | $ 10.06 | $ 10 |
Class B Ordinary Shares | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 14,375,000 | 14,375,000 |
Common stock, shares outstanding | 14,375,000 | 14,375,000 |
Condensed Unaudited Statement o
Condensed Unaudited Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
EXPENSES | ||||
General and administrative expenses | $ 418,462 | $ 486,806 | $ 1,321,533 | $ 1,313,865 |
Total expenses | 418,462 | 486,806 | 1,321,533 | 1,313,865 |
OTHER INCOME (EXPENSE) | ||||
Change in fair value of warrant liability | 4,280,000 | 6,405,000 | 16,990,000 | 5,560,000 |
Interest on trust account | 2,785,173 | 9,989 | 3,561,431 | 21,845 |
Expensed offering costs | (714,494) | |||
Total other income | 7,065,173 | 6,414,989 | 20,551,431 | 4,867,351 |
NET INCOME | 6,646,711 | 5,928,183 | $ 19,229,898 | $ 3,553,486 |
Class A Ordinary Shares | ||||
OTHER INCOME (EXPENSE) | ||||
Change in fair value of warrant liability | $ 4,280,000 | $ 6,405,000 | ||
Weighted average number of shares: | ||||
Weighted average basic number of shares outstanding | 57,500,000 | 57,500,000 | 57,500,000 | 48,653,846 |
Weighted average diluted number of shares outstanding | 57,500,000 | 57,500,000 | 57,500,000 | 48,653,846 |
Basic net income per share | $ 0.09 | $ 0.08 | $ 0.27 | $ 0.06 |
Diluted net income per share | $ 0.09 | $ 0.08 | $ 0.27 | $ 0.06 |
Non-redeemable Ordinary Shares | ||||
Weighted average number of shares: | ||||
Weighted average basic number of shares outstanding | 14,375,000 | 14,375,000 | 14,375,000 | 14,375,000 |
Weighted average diluted number of shares outstanding | 14,375,000 | 14,375,000 | 14,375,000 | 14,375,000 |
Basic net income per share | $ 0.09 | $ 0.08 | $ 0.27 | $ 0.06 |
Diluted net income per share | $ 0.09 | $ 0.08 | $ 0.27 | $ 0.06 |
Condensed Unaudited Statements
Condensed Unaudited Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||||
Net Income | $ 19,229,898 | $ 3,553,486 | |||
Adjustments to reconcile net income to net cash used in operating activities: | |||||
Change in fair value of warrant liability | $ (4,280,000) | $ (6,405,000) | (16,990,000) | (5,560,000) | |
Expensed offering costs | 714,494 | ||||
Interest on trust account | (2,785,173) | (9,989) | (3,561,431) | (21,845) | |
(Increase) decrease in operating assets and increase (decrease) in operating liabilities: | |||||
Prepaid expenses | 711,330 | (1,320,333) | |||
Accrued expenses and payable to affiliate | (1,716,829) | 153,824 | |||
Accrued offering and formation costs | (70,000) | ||||
Net Cash used in operating activities | (2,397,032) | (2,480,374) | |||
Investing Activities: | |||||
Cash placed in trust | (575,000,000) | ||||
Cash used in investing activities | (575,000,000) | ||||
Financing Activities: | |||||
Proceeds from related party loans | 2,000,000 | 1,300,000 | |||
Proceeds from sale of Initial Public Offering Units | 575,000,000 | ||||
Proceeds from sale of Private Placement Warrants | 13,500,000 | ||||
Payment of underwriting discount | (11,500,000) | ||||
Payment of offering costs | (702,239) | ||||
Proceeds from promissory note payable | 100,833 | ||||
Payment of promissory note payable | (187,583) | ||||
Net cash provided by financing activities | 2,000,000 | 577,511,011 | |||
Net Change in Cash | (397,032) | 30,637 | |||
Cash - Beginning of period | 660,069 | 25,000 | $ 25,000 | ||
Cash - End of period | 263,037 | $ 55,637 | 263,037 | 55,637 | $ 660,069 |
Non-cash investing and financing activities: | |||||
Deferred offering costs included in accrued offering and formation costs | 70,000 | ||||
Deferred underwriting commission | $ 20,125,000 | ||||
Remeasurement of value of Class A ordinary shares subject to possible redemption | $ 2,785,173 | $ 3,494,683 |
Condensed Unaudited Statement_2
Condensed Unaudited Statements of Changes in Shareholders' Deficit - USD ($) | Total | Class B Ordinary Shares | Common Stock Class A Ordinary Shares | Common Stock Class B Ordinary Shares | Additional Paid in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2020 | $ 18,000 | $ 1,438 | $ 23,562 | $ (7,000) | ||
Beginning Balance, shares at Dec. 31, 2020 | 14,375,000 | |||||
Class A ordinary shares issued, net of offering costs | 530,630,677 | $ 5,750 | 530,624,927 | |||
Class A ordinary shares issued, net of offering costs, shares | 57,500,000 | |||||
Proceeds of sale of Private Placement Warrants in excess of fair value | 3,600,000 | 3,600,000 | ||||
Net Income Loss | 1,103,432 | 1,103,432 | ||||
Class A ordinary shares subject to possible redemption | (575,000,000) | $ (5,750) | (534,248,489) | (40,745,761) | ||
Class A ordinary shares subject to possible redemption, shares | (57,500,000) | |||||
Ending Balance at Mar. 31, 2021 | (39,647,891) | $ 1,438 | (39,649,329) | |||
Ending Balance, shares at Mar. 31, 2021 | 14,375,000 | |||||
Beginning Balance at Dec. 31, 2020 | 18,000 | $ 1,438 | $ 23,562 | (7,000) | ||
Beginning Balance, shares at Dec. 31, 2020 | 14,375,000 | |||||
Net Income Loss | 3,553,486 | |||||
Ending Balance at Sep. 30, 2021 | (37,241,009) | $ 1,438 | (37,242,447) | |||
Ending Balance, shares at Sep. 30, 2021 | 14,375,000 | |||||
Beginning Balance at Mar. 31, 2021 | (39,647,891) | $ 1,438 | (39,649,329) | |||
Beginning Balance, shares at Mar. 31, 2021 | 14,375,000 | |||||
Offering costs on Class A ordinary shares issued | (43,172) | (43,172) | ||||
Net Income Loss | (3,478,129) | (3,478,129) | ||||
Ending Balance at Jun. 30, 2021 | (43,169,192) | $ 1,438 | (43,170,630) | |||
Ending Balance, shares at Jun. 30, 2021 | 14,375,000 | |||||
Net Income Loss | 5,928,183 | 5,928,183 | ||||
Ending Balance at Sep. 30, 2021 | (37,241,009) | $ 1,438 | (37,242,447) | |||
Ending Balance, shares at Sep. 30, 2021 | 14,375,000 | |||||
Beginning Balance at Dec. 31, 2021 | (42,457,626) | $ 1,438 | (42,459,064) | |||
Beginning Balance, shares at Dec. 31, 2021 | 14,375,000 | 14,375,000 | ||||
Net Income Loss | 6,596,916 | 6,596,916 | ||||
Ending Balance at Mar. 31, 2022 | (35,860,710) | $ 1,438 | (35,862,148) | |||
Ending Balance, shares at Mar. 31, 2022 | 14,375,000 | |||||
Beginning Balance at Dec. 31, 2021 | (42,457,626) | $ 1,438 | (42,459,064) | |||
Beginning Balance, shares at Dec. 31, 2021 | 14,375,000 | 14,375,000 | ||||
Net Income Loss | 19,229,898 | |||||
Remeasurement of value of Class A ordinary shares subject to possible redemption | (3,494,683) | |||||
Ending Balance at Sep. 30, 2022 | (26,722,411) | $ 1,438 | (26,723,849) | |||
Ending Balance, shares at Sep. 30, 2022 | 14,375,000 | 14,375,000 | ||||
Beginning Balance at Mar. 31, 2022 | (35,860,710) | $ 1,438 | (35,862,148) | |||
Beginning Balance, shares at Mar. 31, 2022 | 14,375,000 | |||||
Net Income Loss | 5,986,271 | 5,986,271 | ||||
Remeasurement of value of Class A ordinary shares subject to possible redemption | (709,510) | (709,510) | ||||
Ending Balance at Jun. 30, 2022 | (30,583,949) | $ 1,438 | (30,585,387) | |||
Ending Balance, shares at Jun. 30, 2022 | 14,375,000 | |||||
Net Income Loss | 6,646,711 | 6,646,711 | ||||
Remeasurement of value of Class A ordinary shares subject to possible redemption | (2,785,173) | (2,785,173) | ||||
Ending Balance at Sep. 30, 2022 | $ (26,722,411) | $ 1,438 | $ (26,723,849) | |||
Ending Balance, shares at Sep. 30, 2022 | 14,375,000 | 14,375,000 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | Note 1 - Organization and Plan of Business Operations Lazard Growth Acquisition Corp. I “Company”) check company, incorporated Cayman , The was for the effecting combination one Combination”). sector As of September 30 2022, Company commenced operations. All activity for the three and nine months ended September 30, 2022 and 2021, relates to the company’s formation, completing its initial public offering (“Initial Public Offering”) and identifying and evaluating prospective acquisition targets for an initial Business Combination. Company will generate any operating revenues until after the completion Business Combination, the earliest. The Company w ill generate non-operating income form interest income from proceeds derived from the Initial Public Offering. Company has selected December fiscal year end. On February 12, 2021, the Company consummated the Initial Public Offering of 57,500,000 units (the “Units”) at $10.00 per Unit, of 9,000,000 to closing of the . The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale the Private Placement Warrants. Although substantially all of the net proceeds are intended be applied generally toward consummating Business Combination. The stock exchange listing rules require that the Business Combination must with one or more operating businesses assets with fair market value equal least 80 the net assets held the Trust Account (as defined below) (excluding the amount deferred underwriting commissions and taxes payable the income earned the Trust Account). The Company will only complete Business Combination the post-Business Combination company owns acquires 50 more the issued and outstanding voting securities of the target or otherwise acquires controlling interest in the target business sufficient for not required register investment company under the Investment Company Act 1940, amended (the “Investment Company Act”). There assurance that Company will able t successfully effect Business Combination. Upon the closing the Initial Public Offering , the Company agreed that $10.00 per Unit sold the Initial Public Offering, including a portion of the proceeds the sale the Private Placement Warrants , were placed trust account (“Trust Account”) to be invested U.S. government securities , within meaning forth Section 2(a)(16) Investment Company Act, with maturity 185 days less, any open-ended investment company that holds itself out money market fund investing solely U.S. Treasuries meeting certain conditions under Rule 2a-7 the Investment Company Act, determined Company, until earliest completion Business Combination and (ii) the distribution the funds the Trust Account the Company’s shareholders, as described below The Company will provide holders public shares (the “Public Shareholders”) with opportunity redeem portion public shares upon (i) connection with general meeting called approve Business Combination (ii) means tender offer. decision whether will seek shareholder or be entitled redeem their public shares, equal aggregate amount then deposit Trust Account, calculated business days prior consummation Business Combination (initially payable), divided the number then issued and outstanding public shares, subject certain limitations. The per-share amount distributed the Public Shareholders properly redeem their shares will reduced deferred underwriting will underwriter discussed Note will redemption rights upon completion Business Combination with respect Company’s warrants. Class ordinary shares have been classified temporary equity upon completion 480 The Company will proceed with Business Combination only Company tangible assets at $5,000,001 seeks shareholder receives ordinary resolution under of shareholders who attend vote general meeting Company. shareholder vote not required and the Company does not decide hold shareholder vote for business other legal reasons, Company will, pursuant Amended Restated Memorandum Articles Association, conduct redemptions pursuant offer rules Securities (“SEC”), and file tender offer documents containing substantially same information would included proxy statement with prior completing seeks shareholder approval connection with Business Combination, the Sponsor and each of our officers and directors have agreed vote their Founder Shares (as defined Note public shares purchased during after Initial Public Offering favor of public shares, without voting, they vote, irrespective whether they vote for against proposed Business Combination. Notwithstanding the foregoing, the of the Combination and the redemptions pursuant the offer rules, Public Shareholder, any any The Sponsor and each of our officers and directors have agreed to waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with (i) the completion of a Business Combination and (ii) a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association that (A) modify the substance or timing of the Company’s obligation to allow redemption of Class A ordinary shares 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 (B) with respect to any other provision relating to shareholders’ rights. Additionally, the Sponsor and each of our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate a Business Combination within the Combination Period. The Company has until 24 months from the closing of the Initial Public Offering to consummate a Business Combination (or such extended time beyond 24 months as a result of a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association) (the “Combination Period”). However, if the Company has not completed a Business Combination within Combination Period, Company will cease the purpose of winding promptly reasonably possible ten business thereafter, cash, equal the aggregate amount on deposit in Trust Account, including interest earned previously pay its any (less up to $100,000 of interest to pay dissolution expenses) divided the and extinguish the the the liquidating and the approval Company’s Board liquidate dissolve, the law for of creditors applicable law. There will The Sponsor and each of our executive officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares they hold if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of our executive officers and directors 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 underwriter has agreed waive its rights deferred underwriting commissions (see Note 6 held the Trust Account the event the Company does not complete Business Combination within the Combination Period, and such event, such amounts will included with the other funds held the Trust Account that will available fund the redemption of the P ublic Shares. In the event of such distribution , possible that the per share value assets remaining available for distribution will less than Initial Public Offering price per Unit ($10.00). In order protect the amounts held the Trust Account, the Sponsor has agreed that will liable the Company and the extent any claims third party (other than the Company’s independent public accounting firm) for services rendered products sold the Company, prospective target business with which the Company has discussed entering into transaction agreement, reduce the amount funds Trust Account below lesser (i) $10.00 per public share (ii) actual amount per public share held the Trust Account the date the liquidation the Trust Account, less than $10.00 per public share, due reductions the value trust assets, each case net the interest that withdrawn taxes. This liability will apply claims third party or prospective target business executed waiver of any and all rights seek access the Trust Account and any claims under the Company’s indemnity underwriter Initial Public Offering against certain liabilities, including liabilities under the Securities Act . the event that executed waiver is deemed unenforceable against third party, the Sponsor will not responsible the extent any liability such third-party claims. Company will seek reduce possibility that Sponsor will have indemnify the Trust Account due claims of creditors by endeavoring 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 right, title, interest claim kind monies held Trust Account Going Concern Consideration On March 26, 2021, the Sponsor committed $1,300,000 to be provided to the Company to fund working capital requirements prior to an initial Business Combination. On August 5, 2021, the Sponsor amended its working capital loan to provide additional borrowings up to a total amount of $2,000,000. On March 30, 2022, the Sponsor further amended the working capital loan to provide additional borrowing up to a total borrowing of $5,000,000. After borrowing $4,000,000, the Company had cash of $263,037 as of September 30, 2022 and the Company does not have sufficient liquidity to meet its anticipated obligations during the period beginning with the date of issuance of these financial statements through the end of the Combination Period, (the date at which the Company will cease operations if a Business Combination has not been completed). the Sponsor or an affiliate of the Sponsor may, but is not obligated to, loan the Company additional funds may needed by the Company, t |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim period s presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022. The interim results for the three months and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Use of Estimates The preparation financial statements conformity with U.S. GAAP requires management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Cash and Cash Equivalents Held in Trust Account Cash includes cash on deposit at a banking institution. The Company held cash of $263,037 and $660,069 in a demand deposit account at September 30, 2022 and December 31, 2021, respectively. The company held cash equivalents of $578,594,683 and $575,033,252 in the Trust Account as of September 30, 2022 and December 31, 2021, respectively. The cash equivalents held in the Trust Account are characterized as a Level I investment within the fair value hierarchy under ASC 820. The cash equivalents held in the Trust Account are held in money market funds which invest only in direct U.S. Treasury obligations and are considered restricted. Warrants Exercisable for Class A Ordinary Shares The Company accounts for the warrants issued in connection with the Initial Public Offering in accordance with ASC 480-10, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” which provides that the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, in accordance with ASC Topic 815, and any change in fair value is recognized in the Company’s statement of operations. Income Taxes The Company accounts for income taxes under ASC 740, "Income Taxes." ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and ASC Topic prescribes recognition threshold measurement attribute financial statement recognition measurement positions taken expected taken return. those benefits recognized, position must more likely than sustained upon examination taxing tax jurisdiction. Company recognizes accrued interest penalties related unrecognized benefits as amounts accrued interest penalties. Company currently aware issues under review that could result significant payments, deviation from position. The Company considered exempted Cayman Islands company with connection other the Cayman Islands United States. such, Company’s provision zero periods presented. 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 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Each month, the Company re-measures the redemption value of the Class A shares subject to possible redemption. During the three and nine months ended September 30, 2022, the cumulative net interest income earned on the Trust Account exceeded the $100,000 available to be used by the Company for liquidation costs should the Company not complete a Business Combination. The remeasurement as of September 30, 2022 and 2021 resulted in an increase of $3,494,683 and $0, respectively, to the redemption value and a charge to accumulated deficit. Net Income Per Ordinary Share Net income per share is computed by dividing by weighted average number of ordinary shares outstanding during period, excluding ordinary shares subject to forfeiture the did not any and could, and the income the Company. As result, diluted income share is as basic income share periods presented. Concentration of Credit Risk Financial instruments that account $250,000. The Company has not experienced losses this account and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value measurements and disclosures,” approximates the carrying amounts represented in the accompanying balance sheets primarily due to their short-term nature. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 - Related Party Transactions Founder Shares On February 5, 2021, the Sponsor transferred 25,000 of its Class B ordinary shares (the “Founder Shares”) to each of the Company’s five independent directors (125,000 Founder Shares in the aggregate). Effective May 11, 2021, a member of the Company’s board of directors (the “Board”) resigned his position as a member of the Board and subsequently transferred back to the Sponsor the 25,000 Founder Shares he previously received from the Sponsor in connection with his service on the Board. The Sponsor’s transfer of 100,000 Founders Shares to the Company’s directors is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 100,000 shares transferred to the Company’s directors was $342,000 or $3.42 per share. The Founders Shares were effectively transferred subject to a performance condition (i.e., the consummation of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) As of September 30, 2022, the Company has not yet entered into any definitive agreements in connection with any Business Combination. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that the consummation of a Business Combination is not yet considered probable, and, therefore, no stock-based compensation expense has been recognized. The Sponsor and each of our executive officers and directors have agreed, subject limited exceptions, not transfer, assign sell Founder Shares until earliest year after completion Business Combination subsequent $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, least days date which liquidation, merger, share exchange other similar transaction that results Public Shareholders having the right exchange their Class ordinary shares cash, securities other property. Related Party Loans In order finance transaction costs connection with Business Combination, the Sponsor committed $1,300,000 to be provided to the Company (“Working Capital Loan”) to fund our expenses relating to investigating and selecting a target business and other working capital requirements prior to our initial business combination. the Company completes Business Combination, the Company may repay the Working Capital Loan out the proceeds the Trust Account released the Company . In the event that Business Combination does not close, the Company may use portion of proceeds held outside the Trust Account to repay the Working Capital Loan, but no proceeds held the Trust Account would used repay the Working Capital Loan. At the lender’s discretion, up to $2,000,000 such Working Capital convertible of the post-Business Combination entity per . Pursuant to the terms of the Working Capital Loan, as amended on March 30, 2022, such conversion right may only be exercised at the time of a Business Combination. The warrants would be identical to the Private Placement Warrants. 2021, Company outstanding borrowings under the Loan In addition, the Sponsor or an affiliate of the Sponsor may, but are not to, the Company additional may he terms oans, any, not agreements exist with Administrative Support Agreement The Company agreed, commencing date that Company’s securities first listed the Nasdaq Capital Market, which was February 10, 2021, and through the earlier the Company’s consummation Business Combination liquidation, affiliate Sponsor total $20,000 month office space, secretarial and administrative support |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 - Fair Value Measurements Fair Value Hierarchy of Assets and Liabilities —The Company categorizes its warrants exercisable for Class A ordinary shares, which are recorded at fair value into a three-level fair value hierarchy as follows: Level 1. Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access. Level 2. Assets and liabilities whose values are based on (i) quoted prices for similar assets or liabilities in an active market, or quoted prices for identical or similar assets or liabilities in non-active markets, or (ii) inputs other than quoted prices that are directly observable or derived principally from, or corroborated by, market data. Level 3. Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect our own assumptions about the assumptions a market participant would use in pricing the asset or liability The Company’s Public Warrants exercisable for Class A ordinary shares began trading on Nasdaq in April 2021 and at such time they were reclassified from Level 3 to Level 1. Their fair value at September 30, 2022 and December 31, 2021 is based on an observable market quote. The fair value of the Public Warrants prior to the commencement of trading and the fair value of the Private Warrants as of December 31, 2021 and September 30, 2021, is based on a valuation Unobservable inputs include the time to maturity, a risk free interest rate and annualized volatility of the Company’s Class A Ordinary shares. At September 30, 2022, such valuation model could not be used to determine the fair value of the Private Warrants because the implied volatility for the Public Warrants was unsolvable, due to the fair value of the Public Warrants declining from $0.87 at December 31, 2021 to $0.05 at September 30, 2022. As a result, at September 30, 2022, the fair market value of Public Warrants was used to determine the fair value of the Private Warrants. The following tables present, as of September 30, 2022 and December 31, 2021, the classification of assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy. September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents held in Trust Account $ 578,594,683 $ - $ - $ 578,594,683 Total $ 578,594,683 $ - $ - $ 578,594,683 Liabilities: Warrants exercisable for Class A ordinary shares $ 575,000 $ - $ 450,000 $ 1,025,000 Total $ 575,000 $ - $ 450,000 $ 1,025,000 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents held in Trust Account $ 575,033,252 $ - $ - $ 575,033,252 Total $ 575,033,252 $ - $ - $ 575,033,252 Liabilities: Warrants exercisable for Class A ordinary shares $ 10,005,000 $ - $ 8,010,000 $ 18,015,000 Total $ 10,005,000 $ - $ 8,010,000 $ 18,015,000 The following tables provide a summary of the changes in fair value of the Company’s Level 3 liabilities for the three months and nine months ended September 30, 2022 and 2021 respectively. Three Months ended September 30, 2022 Beginning Balance Changes in Fair Value of Warrant Liabilities Transfers Ending Balance Liabilities: Private Warrants exercisable for Class A ordinary shares $ 2,430,000 $ (1,980,000 ) $ - $ 450,000 Total Level 3 Liabilities $ 2,430,000 $ (1,980,000 ) $ - $ 450,000 Nine Months ended September 30, 2022 Beginning Balance Changes in Fair Value of Warrant Liabilities Transfers Ending Balance Liabilities: Private Warrants exercisable for Class A ordinary shares $ 8,010,000 $ (7,560,000 ) $ - $ 450,000 Total Level 3 Liabilities $ 8,010,000 $ (7,560,000 ) $ - $ 450,000 Three Months ended September 30, 2021 Beginning Balance Changes in Fair Value of Warrant Liabilities Transfers Ending Balance Liabilities: Private Warrants exercisable for Class A ordinary shares $ 10,170,000 $ (2,610,000 ) $ - $ 7,560,000 Total Level 3 Liabilities $ 10,170,000 $ (2,610,000 ) $ - $ 7,560,000 Nine Months ended September 30, 2021 Initial Fair Value February 12, 2021 Changes in Fair Value of Warrant Liabilities Transfers Ending Balance Liabilities: Public Warrants exercisable for Class A ordinary shares $ 12,650,000 $ (1,150,000 ) $ (11,500,000 ) $ - Private Warrants exercisable for Class A ordinary shares 9,900,000 (2,340,000 ) - 7,560,000 Total Level 3 Liabilities $ 22,550,000 $ (3,490,000 ) $ (11,500,000 ) $ 7,560,000 |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives | Note 5 - Derivatives The Company’s The following tables provide a summary of the changes in fair value of the Company’s derivative instruments for the three months and nine months ended September 30, 2022 and 2021. Nine Months ended September 30, 2022 Warrants Exercisable for Class A Ordinary Shares Public Private Total Balance January 1, 2022 $ 10,005,000 $ 8,010,000 $ 18,015,000 Change in fair value for the three months ended March 31, 2022 (3,910,000 ) (3,150,000 ) (7,060,000 ) Balance as of March 31, 2022 $ 6,095,000 $ 4,860,000 $ 10,955,000 Change in fair value for the three months ended June 30, 2022 (3,220,000 ) (2,430,000 ) (5,650,000 ) Balance as of June 30, 2022 $ 2,875,000 $ 2,430,000 $ 5,305,000 Change in fair value for the three months ended September 30, 2022 (2,300,000 ) (1,980,000 ) (4,280,000 ) Balance as of September 30, 2022 $ 575,000 $ 450,000 $ 1,025,000 Nine Months ended September 30, 2021 Warrants Exercisable for Class A Ordinary Shares Public Private Total Balance January 1, 2021 $ - $ - $ - Initial Fair Value 12,650,000 9,900,000 22,550,000 Change in fair value for the three months ended March 31, 2021 (1,150,000 ) (900,000 ) (2,050,000 ) Balance as of March 31, 2021 $ 11,500,000 $ 9,000,000 $ 20,500,000 Change in fair value for the three months ended June 30, 2021 1,725,000 1,170,000 2,895,000 Balance as of June 30, 2021 $ 13,225,000 $ 10,170,000 $ 23,395,000 Change in fair value for the three months ended September 30, 2021 (3,795,000 ) (2,610,000 ) (6,405,000 ) Balance as of September 30, 2021 $ 9,430,000 $ 7,560,000 $ 16,990,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration and Shareholders Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loan (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and the warrants that may be issued upon conversion of the Working Capital Loan) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed on February 9, 2021. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company is not required to cause any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described under the heading “Founders Shares” in Note 3, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company's securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to deferred commissions of $0.35 per Unit, or $20,125,000 in the aggregate . deferred become payable underwriter from the amounts held the Trust Account solely the event that the Company completes Business Combination within the Combination Period, subject the terms the underwriting agreement |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Note 7 - Shareholders’ Equity Class B Ordinary Shares Only holders of the the the to the and vote all law and (ii) with respect to the election of directors. 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 at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion Initial Public Offering, plus (ii) total number Class ordinary shares issued deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, the Company connection with relation the consummation Business Combination, excluding Class ordinary shares equity-linked securities exercisable for convertible into Class ordinary shares issued, deemed issued, or to be issued, to any seller in Business Combination and any Private Placement Warrants issued Sponsor, affiliates member Company’s management team upon conversion Working Capital Loans. event will the Class ordinary shares convert into Class ordinary shares rate of less than one-to-one. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment disclosure these financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim period s presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022. The interim results for the three months and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. |
Use of Estimates | Use of Estimates The preparation financial statements conformity with U.S. GAAP requires management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. |
Cash and Cash Equivalents Held in Trust Account | Cash and Cash Equivalents Held in Trust Account Cash includes cash on deposit at a banking institution. The Company held cash of $263,037 and $660,069 in a demand deposit account at September 30, 2022 and December 31, 2021, respectively. The company held cash equivalents of $578,594,683 and $575,033,252 in the Trust Account as of September 30, 2022 and December 31, 2021, respectively. The cash equivalents held in the Trust Account are characterized as a Level I investment within the fair value hierarchy under ASC 820. The cash equivalents held in the Trust Account are held in money market funds which invest only in direct U.S. Treasury obligations and are considered restricted. |
Warrants Exercisable for Class A Ordinary Shares | Warrants Exercisable for Class A Ordinary Shares The Company accounts for the warrants issued in connection with the Initial Public Offering in accordance with ASC 480-10, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” which provides that the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, in accordance with ASC Topic 815, and any change in fair value is recognized in the Company’s statement of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, "Income Taxes." ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and ASC Topic prescribes recognition threshold measurement attribute financial statement recognition measurement positions taken expected taken return. those benefits recognized, position must more likely than sustained upon examination taxing tax jurisdiction. Company recognizes accrued interest penalties related unrecognized benefits as amounts accrued interest penalties. Company currently aware issues under review that could result significant payments, deviation from position. The Company considered exempted Cayman Islands company with connection other the Cayman Islands United States. such, Company’s provision zero periods presented. |
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 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Each month, the Company re-measures the redemption value of the Class A shares subject to possible redemption. During the three and nine months ended September 30, 2022, the cumulative net interest income earned on the Trust Account exceeded the $100,000 available to be used by the Company for liquidation costs should the Company not complete a Business Combination. The remeasurement as of September 30, 2022 and 2021 resulted in an increase of $3,494,683 and $0, respectively, to the redemption value and a charge to accumulated deficit. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Net income per share is computed by dividing by weighted average number of ordinary shares outstanding during period, excluding ordinary shares subject to forfeiture the did not any and could, and the income the Company. As result, diluted income share is as basic income share periods presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that account $250,000. The Company has not experienced losses this account and management believes the Company is not exposed to significant risks on such accounts. |
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 ASC 820, “Fair Value measurements and disclosures,” approximates the carrying amounts represented in the accompanying balance sheets primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present, as of September 30, 2022 and December 31, 2021, the classification of assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy. September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents held in Trust Account $ 578,594,683 $ - $ - $ 578,594,683 Total $ 578,594,683 $ - $ - $ 578,594,683 Liabilities: Warrants exercisable for Class A ordinary shares $ 575,000 $ - $ 450,000 $ 1,025,000 Total $ 575,000 $ - $ 450,000 $ 1,025,000 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents held in Trust Account $ 575,033,252 $ - $ - $ 575,033,252 Total $ 575,033,252 $ - $ - $ 575,033,252 Liabilities: Warrants exercisable for Class A ordinary shares $ 10,005,000 $ - $ 8,010,000 $ 18,015,000 Total $ 10,005,000 $ - $ 8,010,000 $ 18,015,000 |
Summary of Changes in Fair Value of Level 3 Liabilities | The following tables provide a summary of the changes in fair value of the Company’s Level 3 liabilities for the three months and nine months ended September 30, 2022 and 2021 respectively. Three Months ended September 30, 2022 Beginning Balance Changes in Fair Value of Warrant Liabilities Transfers Ending Balance Liabilities: Private Warrants exercisable for Class A ordinary shares $ 2,430,000 $ (1,980,000 ) $ - $ 450,000 Total Level 3 Liabilities $ 2,430,000 $ (1,980,000 ) $ - $ 450,000 Nine Months ended September 30, 2022 Beginning Balance Changes in Fair Value of Warrant Liabilities Transfers Ending Balance Liabilities: Private Warrants exercisable for Class A ordinary shares $ 8,010,000 $ (7,560,000 ) $ - $ 450,000 Total Level 3 Liabilities $ 8,010,000 $ (7,560,000 ) $ - $ 450,000 Three Months ended September 30, 2021 Beginning Balance Changes in Fair Value of Warrant Liabilities Transfers Ending Balance Liabilities: Private Warrants exercisable for Class A ordinary shares $ 10,170,000 $ (2,610,000 ) $ - $ 7,560,000 Total Level 3 Liabilities $ 10,170,000 $ (2,610,000 ) $ - $ 7,560,000 Nine Months ended September 30, 2021 Initial Fair Value February 12, 2021 Changes in Fair Value of Warrant Liabilities Transfers Ending Balance Liabilities: Public Warrants exercisable for Class A ordinary shares $ 12,650,000 $ (1,150,000 ) $ (11,500,000 ) $ - Private Warrants exercisable for Class A ordinary shares 9,900,000 (2,340,000 ) - 7,560,000 Total Level 3 Liabilities $ 22,550,000 $ (3,490,000 ) $ (11,500,000 ) $ 7,560,000 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Changes in Fair Value of Derivative Instruments | The following tables provide a summary of the changes in fair value of the Company’s derivative instruments for the three months and nine months ended September 30, 2022 and 2021. Nine Months ended September 30, 2022 Warrants Exercisable for Class A Ordinary Shares Public Private Total Balance January 1, 2022 $ 10,005,000 $ 8,010,000 $ 18,015,000 Change in fair value for the three months ended March 31, 2022 (3,910,000 ) (3,150,000 ) (7,060,000 ) Balance as of March 31, 2022 $ 6,095,000 $ 4,860,000 $ 10,955,000 Change in fair value for the three months ended June 30, 2022 (3,220,000 ) (2,430,000 ) (5,650,000 ) Balance as of June 30, 2022 $ 2,875,000 $ 2,430,000 $ 5,305,000 Change in fair value for the three months ended September 30, 2022 (2,300,000 ) (1,980,000 ) (4,280,000 ) Balance as of September 30, 2022 $ 575,000 $ 450,000 $ 1,025,000 Nine Months ended September 30, 2021 Warrants Exercisable for Class A Ordinary Shares Public Private Total Balance January 1, 2021 $ - $ - $ - Initial Fair Value 12,650,000 9,900,000 22,550,000 Change in fair value for the three months ended March 31, 2021 (1,150,000 ) (900,000 ) (2,050,000 ) Balance as of March 31, 2021 $ 11,500,000 $ 9,000,000 $ 20,500,000 Change in fair value for the three months ended June 30, 2021 1,725,000 1,170,000 2,895,000 Balance as of June 30, 2021 $ 13,225,000 $ 10,170,000 $ 23,395,000 Change in fair value for the three months ended September 30, 2021 (3,795,000 ) (2,610,000 ) (6,405,000 ) Balance as of September 30, 2021 $ 9,430,000 $ 7,560,000 $ 16,990,000 |
Organization and Plan of Busi_2
Organization and Plan of Business Operations - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Feb. 12, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 30, 2022 | Aug. 05, 2021 | Mar. 26, 2021 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Date of incorporation | Dec. 10, 2020 | ||||||
Restriction from redeeming of public shares without prior written consent in percentage | 15% | ||||||
Period for business combination to consummate after initial public offering | 24 months | ||||||
Cash | $ 263,037 | $ 660,069 | |||||
Sponsor commitment | $ 1,300,000 | ||||||
Proceeds from related party loans | $ 2,000,000 | $ 1,300,000 | |||||
Related Party Loans | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Proceeds from related party loans | $ 4,000,000 | ||||||
Available additional maximum borrowing capacity under sponsor amended working capital loans. | $ 5,000,000 | $ 2,000,000 | |||||
Business Combination | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Business combination per public share | $ 10 | ||||||
Minimum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Percentage of net assets held in trust account | 80% | ||||||
Condition for completing business combination applies if post-business combination company owns or acquires certain percentage | 50% | ||||||
Maximum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Net tangible assets | $ 5,000,001 | ||||||
Interest payable for dissolution expenses | $ 100,000 | ||||||
Class A Ordinary Shares | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Percentage redemption of ordinary share in connection with initial business combination | 100% | ||||||
Class A Ordinary Shares | Maximum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Sale of stock, price per share | $ 12 | ||||||
Initial Public Offering | Class A Ordinary Shares | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Issuance of ordinary shares, shares | 57,500,000 | ||||||
Sale of stock, price per share | $ 10 | ||||||
Private Placement Warrants | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Sale of stock, price per share | $ 1.50 | ||||||
Sale of warrants issued during period shares new issues | 9,000,000 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | ||||
Demand deposit account | $ 263,037 | $ 263,037 | $ 660,069 | |
Cash equivalents held in Trust Account | 578,594,683 | 578,594,683 | 575,033,252 | |
Unrecognized tax benefits | 0 | 0 | 0 | |
Unrecognized tax benefit amounts accrued for interest and penalties | 0 | 0 | 0 | |
Tax provision | 0 | $ 0 | $ 0 | |
Dilutive securities | 0 | $ 0 | ||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | ||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Warrants outstanding | 20,500,000 | 20,500,000 | 20,500,000 | |
Class A Ordinary Shares Subject to Possible Redemption | ||||
Significant Accounting Policies [Line Items] | ||||
Interest income available to the company for liquidation costs | $ 100,000 | $ 100,000 | ||
Increase of redemption value | $ 3,494,683 | $ 0 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares - Additional Information (Details) | May 11, 2021 shares | Feb. 05, 2021 USD ($) Director $ / shares shares | Sep. 30, 2022 $ / shares |
Class A Ordinary Shares | Maximum | |||
Related Party Transaction [Line Items] | |||
Sale of stock, price per share | $ / shares | $ 12 | ||
Founder Shares | Class B Ordinary Shares | |||
Related Party Transaction [Line Items] | |||
Related party transaction sponsor transferred founder share to each independent directors | 25,000 | ||
Number of independent directors | Director | 5 | ||
Related party transaction sponsor transferred founder share to independent directors | 125,000 | ||
Related party transaction directors transferred back founder share previously received from sponsor. | 25,000 | ||
Related party transaction sponsor transferred founder share to directors | 100,000 | ||
Related party transaction fair value of sponsor transferred founder share to independent directors. | $ | $ 342,000 | ||
Related party transaction directors transferred back founder share previously received from sponsor. | $ / shares | $ 3.42 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans - Additional Information (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2022 | Mar. 30, 2022 | Dec. 31, 2021 | Aug. 05, 2021 | |
Related Party Transaction [Line Items] | ||||
Exercise price, per share | $ 1.50 | |||
Outstanding borrowings | $ 4,000,000 | $ 2,000,000 | ||
Related Party Loans | ||||
Related Party Transaction [Line Items] | ||||
Loans | 1,300,000 | |||
Aggregate loan amount | $ 5,000,000 | $ 2,000,000 | ||
Proceeds held in trust account | 0 | |||
Related Party Loans | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Working capital loan to be convertible into warrants | $ 2,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Administrative Support Agreement - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Feb. 10, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |||||
Office space, secretarial and administrative support expenses per month | $ 20,000 | ||||
Administrative expenses incurred | $ 60,000 | $ 60,000 | $ 180,000 | $ 160,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Fair value of public warrants | $ 0.05 | $ 0.87 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash equivalents held in Trust Account | $ 578,594,683 | $ 575,033,252 |
Fair Value Measurements Recurring | ||
Assets: | ||
Cash equivalents held in Trust Account | 578,594,683 | 575,033,252 |
Total | 578,594,683 | 575,033,252 |
Liabilities: | ||
Liabilities | 1,025,000 | 18,015,000 |
Fair Value Measurements Recurring | Level 1 | ||
Assets: | ||
Cash equivalents held in Trust Account | 578,594,683 | 575,033,252 |
Total | 578,594,683 | 575,033,252 |
Liabilities: | ||
Liabilities | 575,000 | 10,005,000 |
Fair Value Measurements Recurring | Level 3 | ||
Liabilities: | ||
Liabilities | 450,000 | 8,010,000 |
Fair Value Measurements Recurring | Warrants Exercisable for Class A Ordinary Shares | ||
Liabilities: | ||
Liabilities | 1,025,000 | 18,015,000 |
Fair Value Measurements Recurring | Warrants Exercisable for Class A Ordinary Shares | Level 1 | ||
Liabilities: | ||
Liabilities | 575,000 | 10,005,000 |
Fair Value Measurements Recurring | Warrants Exercisable for Class A Ordinary Shares | Level 3 | ||
Liabilities: | ||
Liabilities | $ 450,000 | $ 8,010,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Liabilities (Details) - Level 3 - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Beginning Balance | $ 2,430,000 | $ 10,170,000 | $ 8,010,000 | |
Initial Fair Value | $ 22,550,000 | |||
Changes in Fair Value of Warrant Liabilities | (1,980,000) | (2,610,000) | (7,560,000) | (3,490,000) |
Transfers | (11,500,000) | |||
Ending Balance | 450,000 | 7,560,000 | 450,000 | 7,560,000 |
Private Warrants Exercisable for Class A Ordinary Shares | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Beginning Balance | 2,430,000 | 10,170,000 | 8,010,000 | |
Initial Fair Value | 9,900,000 | |||
Changes in Fair Value of Warrant Liabilities | (1,980,000) | (2,610,000) | (7,560,000) | (2,340,000) |
Ending Balance | $ 450,000 | $ 7,560,000 | $ 450,000 | 7,560,000 |
Public Warrants Exercisable for Class A Ordinary Shares | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Initial Fair Value | 12,650,000 | |||
Changes in Fair Value of Warrant Liabilities | (1,150,000) | |||
Transfers | $ (11,500,000) |
Derivatives - Summary of Change
Derivatives - Summary of Changes in Fair Value of Derivative Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative [Line Items] | ||||||||
Change in fair value of warrant liability | $ (4,280,000) | $ (6,405,000) | $ (16,990,000) | $ (5,560,000) | ||||
Class A Ordinary Shares | ||||||||
Derivative [Line Items] | ||||||||
Beginning balance | 5,305,000 | $ 10,955,000 | $ 18,015,000 | 23,395,000 | $ 20,500,000 | 18,015,000 | ||
Initial Fair Value | $ 22,550,000 | |||||||
Change in fair value of warrant liability | (4,280,000) | (5,650,000) | (7,060,000) | (6,405,000) | 2,895,000 | (2,050,000) | ||
Ending balance | 1,025,000 | 5,305,000 | 10,955,000 | 16,990,000 | 23,395,000 | 20,500,000 | 1,025,000 | 16,990,000 |
Class A Ordinary Shares | Public Warrants | ||||||||
Derivative [Line Items] | ||||||||
Beginning balance | 2,875,000 | 6,095,000 | 10,005,000 | 13,225,000 | 11,500,000 | 10,005,000 | ||
Initial Fair Value | 12,650,000 | |||||||
Change in fair value of warrant liability | (2,300,000) | (3,220,000) | (3,910,000) | (3,795,000) | 1,725,000 | (1,150,000) | ||
Ending balance | 575,000 | 2,875,000 | 6,095,000 | 9,430,000 | 13,225,000 | 11,500,000 | 575,000 | 9,430,000 |
Class A Ordinary Shares | Private Placement Warrants | ||||||||
Derivative [Line Items] | ||||||||
Beginning balance | 2,430,000 | 4,860,000 | 8,010,000 | 10,170,000 | 9,000,000 | 8,010,000 | ||
Initial Fair Value | 9,900,000 | |||||||
Change in fair value of warrant liability | (1,980,000) | (2,430,000) | (3,150,000) | (2,610,000) | 1,170,000 | (900,000) | ||
Ending balance | $ 450,000 | $ 2,430,000 | $ 4,860,000 | $ 7,560,000 | $ 10,170,000 | $ 9,000,000 | $ 450,000 | $ 7,560,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||
Deferred underwriting commissions | $ 20,125,000 | $ 20,125,000 |
Underwriter's Over-Allotment Option | ||
Loss Contingencies [Line Items] | ||
Deferred underwriting commissions, per unit | $ 0.35 | |
Deferred underwriting commissions | $ 20,125,000 | |
Registration and Shareholders Rights Agreement | ||
Loss Contingencies [Line Items] | ||
Termination lockup period for warrants | 30 days |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Class B Ordinary Shares | |
Class Of Stock [Line Items] | |
Ordinary shares, conversion basis | 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 at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |