Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 | |
Document Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Registrant Name | Colonnade Acquisition Corp. II |
Entity Central Index Key | 0001837739 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash | $ 287,611 | $ 299,837 | $ 25,000 |
Prepaid expenses | 317,162 | 680,813 | |
Deferred offering costs associated with Initial Public Offering | 61,814 | ||
Total current assets | 604,773 | 980,650 | 86,814 |
Prepaid expenses –non-current portion | 125,763 | ||
Cash and marketable securities held in trust account | 332,011,036 | 330,082,791 | |
Total assets | 332,615,809 | 331,189,204 | 86,814 |
Current liabilities: | |||
Accounts payable and accrued expenses | 7,092,485 | 3,313,965 | 35,000 |
Promissory note – related party | 1,225,000 | 30,000 | |
Total current liabilities | 8,317,485 | 3,313,965 | 65,000 |
Warrant Liabilities | 1,480,000 | 9,024,880 | |
Deferred underwriters' discount | 10,657,500 | 10,657,500 | |
Total liabilities | 9,797,485 | 22,996,345 | 65,000 |
Commitments and Contingencies | |||
Class A Ordinary Shares | 332,011,036 | 330,000,000 | |
Shareholders' Deficit: | |||
Preference shares | |||
Additional paid-in capital | 10,363,353 | 24,137 | |
Accumulated deficit | (19,556,890) | (21,807,966) | (3,186) |
Total Shareholders' Deficit | (9,192,712) | (21,807,141) | 21,814 |
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit | 332,615,809 | 331,189,204 | 86,814 |
Common Class A [Member] | |||
Shareholders' Deficit: | |||
Common stock value | |||
Common Class B [Member] | |||
Shareholders' Deficit: | |||
Common stock value | $ 825 | $ 825 | $ 863 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Temporary equity shares outstanding | 33,000,000 | 33,000,000 | 0 |
Temporary Equity, Redemption Price Per Share | $ 10.06 | $ 10 | $ 10 |
Common stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 | 0 |
Common stock shares outstanding | 0 | 0 | 0 |
Common Class B [Member] | |||
Common stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock shares issued | 8,250,000 | 8,250,000 | 8,625,000 |
Common stock shares outstanding | 8,250,000 | 8,250,000 | 8,625,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Formation and operating costs | $ 3,186 | $ 2,273,045 | $ 303,083 | $ 5,505,160 | $ 742,033 | $ 4,274,797 |
Loss from operations | (3,186) | (2,273,045) | (303,083) | (5,505,160) | (742,033) | (4,274,797) |
Other income (expense) | ||||||
Interest income earned in Trust Account | 0 | 1,394,141 | 24,766 | 1,928,245 | 54,458 | 82,791 |
Change in fair value of Warrant liabilities | 0 | 123,333 | 3,378,666 | 7,544,880 | 7,431,333 | 8,396,453 |
Recovery of offering costs allocated to Warrants | 294,147 | 294,147 | ||||
Offering costs allocated to Warrants | 0 | 0 | (475,053) | (475,053) | ||
Total other income, net | 0 | 1,811,621 | 3,403,432 | 9,767,272 | 7,010,738 | 8,004,191 |
Net income (loss) | $ (3,186) | $ (461,424) | $ 3,100,349 | $ 4,262,112 | $ 6,268,705 | $ 3,729,394 |
Class A ordinary shares subject to possible redemption [Member] | ||||||
Other income (expense) | ||||||
Weighted average shares outstanding, Basic | 0 | 33,000,000 | 33,000,000 | 33,000,000 | 24,538,462 | 26,671,233 |
Weighted average shares outstanding, Diluted | 0 | 26,671,233 | ||||
Basic net income (loss) per share | $ 0 | $ (0.01) | $ 0.08 | $ 0.1 | $ 0.19 | $ 0.11 |
Diluted net income (loss) per share | $ 0 | $ 0.11 | ||||
Common Class B [Member] | ||||||
Other income (expense) | ||||||
Weighted average shares outstanding, Basic | 7,500,000 | 8,250,000 | 8,250,000 | 8,250,000 | 8,057,692 | 8,106,164 |
Weighted average shares outstanding, Diluted | 7,500,000 | 8,106,164 | ||||
Basic net income (loss) per share | $ 0 | $ (0.01) | $ 0.08 | $ 0.1 | $ 0.19 | $ 0.11 |
Diluted net income (loss) per share | $ 0 | $ 0.11 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Shareholders' Deficit - USD ($) | Total | Common Class B [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 Nov. 23, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance, Shares at Nov. 23, 2020 | 0 | 0 | ||||
Issuance of Founder Shares , Shares | 8,625,000 | |||||
Issuance of Founder Shares | 25,000 | $ 863 | 24,137 | |||
Net income (loss) | (3,186) | (3,186) | ||||
Ending balance at Dec. 31, 2020 | 21,814 | $ 0 | $ 863 | 24,137 | (3,186) | |
Ending balance, Shares at Dec. 31, 2020 | 0 | 8,625,000 | ||||
Sponsor forfeiture of shares | $ (38) | 38 | ||||
Sponsor forfeiture of shares, Shares | (375,000) | |||||
Remeasurement of Class A Ordinary Shares to redemption value | (25,558,349) | (24,175) | (25,534,174) | |||
Net income (loss) | 34,901 | 34,901 | ||||
Ending balance at Mar. 31, 2021 | (25,501,634) | $ 0 | $ 825 | 0 | (25,502,459) | |
Ending balance, Shares at Mar. 31, 2021 | 0 | 8,250,000 | ||||
Beginning balance at Dec. 31, 2020 | 21,814 | $ 0 | $ 863 | 24,137 | (3,186) | |
Beginning balance, Shares at Dec. 31, 2020 | 0 | 8,625,000 | ||||
Net income (loss) | 6,268,705 | |||||
Ending balance at Sep. 30, 2021 | (19,267,830) | $ 0 | $ 825 | 0 | (19,268,655) | |
Ending balance, Shares at Sep. 30, 2021 | 0 | 8,250,000 | ||||
Beginning balance at Dec. 31, 2020 | 21,814 | $ 0 | $ 863 | 24,137 | (3,186) | |
Beginning balance, Shares at Dec. 31, 2020 | 0 | 8,625,000 | ||||
Issuance of Founder Shares | $ 25,000 | |||||
Sponsor forfeiture of shares | $ (38) | 38 | ||||
Sponsor forfeiture of shares, Shares | (375,000) | |||||
Remeasurement of Class A Ordinary Shares to redemption value | (25,845,016) | (310,842) | (25,534,174) | |||
Net income (loss) | 3,729,394 | 3,729,394 | ||||
Ending balance at Dec. 31, 2021 | (21,807,141) | $ 0 | $ 825 | 0 | (21,807,966) | |
Ending balance, Shares at Dec. 31, 2021 | 0 | 8,250,000 | ||||
Beginning balance at Mar. 31, 2021 | (25,501,634) | $ 0 | $ 825 | 0 | (25,502,459) | |
Beginning balance, Shares at Mar. 31, 2021 | 0 | 8,250,000 | ||||
Net income (loss) | 3,133,455 | 3,133,455 | ||||
Ending balance at Jun. 30, 2021 | (22,368,179) | $ 0 | $ 825 | 0 | (22,369,004) | |
Ending balance, Shares at Jun. 30, 2021 | 0 | 8,250,000 | ||||
Net income (loss) | 3,100,349 | 3,100,349 | ||||
Ending balance at Sep. 30, 2021 | (19,267,830) | $ 0 | $ 825 | 0 | (19,268,655) | |
Ending balance, Shares at Sep. 30, 2021 | 0 | 8,250,000 | ||||
Beginning balance at Dec. 31, 2021 | (21,807,141) | $ 0 | $ 825 | 0 | (21,807,966) | |
Beginning balance, Shares at Dec. 31, 2021 | 0 | 8,250,000 | ||||
Net income (loss) | 1,727,436 | 1,727,436 | ||||
Ending balance at Mar. 31, 2022 | (20,079,705) | $ 0 | $ 825 | 0 | (20,080,530) | |
Ending balance, Shares at Mar. 31, 2022 | 0 | 8,250,000 | ||||
Beginning balance at Dec. 31, 2021 | (21,807,141) | $ 0 | $ 825 | 0 | (21,807,966) | |
Beginning balance, Shares at Dec. 31, 2021 | 0 | 8,250,000 | ||||
Issuance of Founder Shares | $ 25,000 | |||||
Net income (loss) | 4,262,112 | |||||
Ending balance at Sep. 30, 2022 | (9,192,712) | $ 0 | $ 825 | 10,363,353 | (19,556,890) | |
Ending balance, Shares at Sep. 30, 2022 | 0 | 8,250,000 | ||||
Beginning balance at Mar. 31, 2022 | (20,079,705) | $ 0 | $ 825 | 0 | (20,080,530) | |
Beginning balance, Shares at Mar. 31, 2022 | 0 | 8,250,000 | ||||
Remeasurement of Class A Ordinary Shares to redemption value | (616,894) | (616,894) | ||||
Net income (loss) | 2,996,100 | 2,996,100 | ||||
Ending balance at Jun. 30, 2022 | (17,700,499) | $ 0 | $ 825 | 0 | (17,701,324) | |
Ending balance, Shares at Jun. 30, 2022 | 0 | 8,250,000 | ||||
Waiver of Deferred Underwriters' Discount | 10,363,353 | 10,363,353 | ||||
Remeasurement of Class A Ordinary Shares to redemption value | (1,394,142) | (1,394,142) | ||||
Net income (loss) | (461,424) | (461,424) | ||||
Ending balance at Sep. 30, 2022 | $ (9,192,712) | $ 0 | $ 825 | $ 10,363,353 | $ (19,556,890) | |
Ending balance, Shares at Sep. 30, 2022 | 0 | 8,250,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ (3,186) | $ 4,262,112 | $ 6,268,705 | $ 3,729,394 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest income earned in trust account | 0 | (1,928,245) | (54,458) | (82,791) |
Change in fair value of Warrant liabilities | 0 | (7,544,880) | (7,431,333) | (8,396,453) |
Recovery of offering costs allocated to Warrants | (294,147) | |||
Offering costs allocated to Warrants | 0 | 0 | 475,053 | 475,053 |
Changes in current assets and current liabilities: | ||||
Prepaid expenses | 0 | 489,414 | (982,931) | (806,576) |
Deferred offering costs | (61,812) | 0 | ||
Accounts payable and accrued expenses | (35,000) | 3,778,520 | 73,520 | 3,313,965 |
Net cash used in operating activities | (30,000) | (1,237,226) | (1,651,444) | (1,767,408) |
Cash Flows from Investing Activities: | ||||
Investment of cash into trust account | 0 | 0 | (330,000,000) | (330,000,000) |
Net cash used in investing activities | 0 | 0 | (330,000,000) | (330,000,000) |
Cash Flows from Financing Activities: | ||||
Proceeds from Initial Public Offering, net of underwriters' discount | 0 | 0 | 323,910,000 | 323,910,000 |
Proceeds from issuance of Private Placement Warrants | 0 | 0 | 8,600,000 | 8,600,000 |
Proceeds from issuance of promissory notes to related party | 30,000 | 1,475,000 | 115,824 | 115,824 |
Repayment of promissory note to related party | 0 | (250,000) | (145,824) | (145,824) |
Payments of offering costs | 0 | 0 | (437,755) | (437,755) |
Proceeds from issuance of Founder Shares | 25,000 | 0 | ||
Net cash provided by financing activities | 55,000 | 1,225,000 | 332,042,245 | 332,042,245 |
Net Change in Cash | 25,000 | (12,226) | 390,801 | 274,837 |
Cash – Beginning | 0 | 299,837 | 25,000 | 25,000 |
Cash – Ending | 25,000 | 287,611 | 415,801 | 299,837 |
Supplemental Disclosure of Non-cash Financing Activities: | ||||
Change in value of Class A ordinary shares subject to possible redemption | 2,011,036 | 25,845,016 | ||
Remeasurement for Class A Ordinary Shares subject to redemption | 0 | 25,845,016 | ||
Initial fair value of warrant liabilities | 0 | 0 | 17,421,333 | 17,421,333 |
Impact of the waiver of deferred underwriters' discount | 10,657,500 | |||
Deferred underwriting commissions payable charged to additional paid in capital | $ 0 | $ 0 | $ 10,657,500 | $ 10,657,500 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Colonnade Acquisition Corp. II (the “Company”) was incorporated in Cayman Islands on November 24, 2020. The Company was formed for the purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”). The Company is not limited to a particular industry or geographic region 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. The Company has selected December 31 as its fiscal year end. As of September 30, 2022, the Company had not yet commenced any operations. All activity through September 30, 2022, relates to the Company’s formation and the Initial Public Offering (the “IPO” or “Initial Public Offering”) described below, and after the Initial Public Offering, to seeking a target for its initial business combination, and after signing the Merger Agreement described below, completing the transactions contemplated in the Merger Agreement. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating Financing The registration statement for the Company’s IPO was declared effective on March 9, 2021 (the “Effective Date”). On March 12, 2021, the Company consummated the IPO of 33,000,000 units (the “Units” and, with respect to the Class A Ordinary Shares included in the Units offered in the IPO, the “Public Shares”), including the partial exercise by the underwriters of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $330,000,000 , which is discussed in Note 4 Simultaneously with the closing of the IPO, the Company consummated the sale (the “Private Placement”) of 5,733,333 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5 Transaction costs amounted to $17,212,069 consisting of $6,090,000 of underwriting fee, $10,657,500 of deferred underwriting fee (see Note 7) and $ of other offering costs. Of the total transaction costs, $ was expensed as non-operating Trust Account Following the closing of the IPO on March 15, 2021, an amount of $330,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), which is 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 meeting the conditions of Rule 2a-7 Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our Public Shares if we are unable to complete our initial business combination by March 12, 2023, subject to applicable law, or (iii) the redemption of our Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem % of our Public Shares if we have not consummated an initial business combination by or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all the net proceeds are intended to be generally applied toward consummating a business combination. The rules of the New York Stock Exchange require that the Company must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the Company’s signing a definitive agreement in connection with its initial business combination. However, the Company will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause the Company’s net tangible assets to be less than $5,000,001, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. The Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have until March 12, 2023 (with the ability to extend with shareholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of our initial business combination , including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding Public Shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, Colonnade Sponsor II LLC (the “Sponsor”), officers and directors have agreed to (i) waive their redemption rights with respect to the 7,187,500 Class B Ordinary Shares issued to the Sponsor for an aggregate purchase price of $25,000 on December 31, 2020 (the “Founder Shares”) and Public Shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares if it has not consummated an initial business combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Going Concern As of September 30, 2022 the Company had cash outside the Trust Account of $287,611 and working capital deficiency of $7,712,712 . All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares. Through September 30, 2022, none of the amount in the Trust Account was withdrawn as described above. Through September 30, 2022, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the remaining net proceeds from the IPO and the sale of Private Placement Warrants, as well as funding received under the terms of working capital promissory notes. In order to fund working capital deficiencies or 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. If the Company completes a business combination, it would repay such loaned amounts. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Warrants (as defined in Note 5 ), at a price of $ per Warrant at the option of the lender. The Warrants would be identical to the Private Placement Warrants. During the nine months ended September 30, 2022, the Company received net advances of $1,225,000 from a related party under the terms of the 2022 Note (described in Note 6 below) and have available borrowing capacity of $275,000 as of September 30, 2022. Until the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the business combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Sponsor, officers and directors 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, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company’s amended and restated memorandum and articles of association provide that the Company will have only 24 months (until March 12, 2023) from the closing of the Initial Public Offering to complete a business combination. There is no guarantee that the Company will be able to complete a business combination within the Combination Period. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the business combination or the date the Company is required to liquidate. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination. The IR Act has indicated that in most cases, interim U.S. federal and state income taxes would not apply to a SPAC incorporated in the Cayman Islands because the Cayman Islands does not impose income taxes. However, as discussed below, the Company plans to migrate to and domesticate as a Delaware corporation. Proposed Business Combination Merger Agreement On August 3, 2022, the Company, which will migrate to and domesticate as a Delaware corporation prior to the Closing Date (as defined below), entered into an agreement and plan of merger, by and among the Company, Pasadena Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Plastiq Inc., a Delaware corporation (“Plastiq”) (as it may be amended and/or restated from time to time, the “Merger Agreement”), an entity that builds financial operations for small and medium size businesses. The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, Merger Sub will merge with and into Plastiq, with Plastiq surviving the merger as a wholly owned subsidiary of the Company. The transactions contemplated by the Merger Agreement together with the other related agreements are referred to herein as the “Transaction.” The time of the closing of the Transaction is referred to herein as the “Closing.” The date of the Closing is referred to herein as the “Closing Date.” In connection with the Transaction, the Company will be renamed “Plastiq Inc.” or another name to be determined by Plastiq in its reasonable discretion (“Plastiq Pubco”). At least one day prior to the Closing Date, subject to the satisfaction or waiver of the conditions of the Merger Agreement, the Company will migrate to and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Cayman Islands Companies Act (As Revised) (the “Domestication”). In connection with the Domestication, (x) immediately prior to the Domestication, each then issued and outstanding Class B Ordinary Share will convert automatically, on a one-for-one one-for-one one-fifth one-fifth Under the Merger Agreement, the Plastiq stockholders and option holders will receive an aggregate of million shares of Plastiq Pubco Stock (the “Aggregate Merger Consideration”) in exchange for the acquisition of all of Plastiq’s outstanding equity interests. Pursuant to the Merger Agreement, each option to purchase shares of common stock of Plastiq (“Plastiq Common Stock”) that is outstanding as of immediately prior to the effective time of the Transaction (the “Effective Time”) will be converted into an option in Plastiq Pubco on substantially the same terms and conditions as are in effect with respect to each such option immediately prior to the Effective Time. Pursuant to the Merger Agreement, each share of restricted stock of Plastiq (the “Plastiq Restricted Stock”) that is outstanding immediately prior to the Effective Time will be cancelled as of the Effective Time and converted into a certain number of shares of restricted Plastiq Pubco Stock with substantially the same terms and conditions as were applicable to the related share of Plastiq Restricted Stock. Pursuant to the Merger Agreement, immediately prior to the Effective Time, all of the warrants of Plastiq will be exercised in full on a cash or cashless basis or terminated without exercise (the “Plastiq Warrant Settlement”). Following the Plastiq Warrant Settlement, but immediately prior to the Effective Time, each share of preferred stock of Plastiq will be converted into a number of shares of Plastiq Common Stock at the then-effective conversion rate under Plastiq’s governing documents. At the Effective Time, all shares of Plastiq Common Stock will be converted into the right to receive a portion of the Aggregate Merger Consideration. Such portion of the Aggregate Merger Consideration will be calculated by multiplying the Exchange Ratio (as defined below) by the number of shares of Plastiq Common Stock held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share. The “Exchange Ratio” is the quotient obtained by dividing the Aggregate Merger Consideration by the fully-diluted number of shares of Plastiq Common Stock outstanding immediately prior to the Effective Time (excluding certain shares, as determined in accordance with the Merger Agreement). The Company entered into the following agreements in connection with the Merger Agreement: Sponsor Support Agreement In connection with the execution of the Merger Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor, and Plastiq, pursuant to which the Sponsor agreed to, among other things, (a) vote to adopt and approve the Merger Agreement and all other documents and transactions contemplated thereby, (b) vote all of its shares in favor of the various proposals related to the business combination and (c) vote against any proposals that run counter to any provision of the Sponsor Support Agreement or to the consummation of the business combination, in each case, subject to the terms and conditions of the Sponsor Support Agreement. In addition, Plastiq agreed to indemnify the Sponsor from and against certain liabilities relating to the business combination for a period of six years after the Closing. Each officer and director of the Company previously entered into a letter agreement with the Company in connection with the Initial Public Offering, pursuant to which they agreed to vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the business combination. Pursuant to the Sponsor Support Agreement, any shares of Plastiq Pubco Stock owned by the Sponsor immediately following the Closing will be subject to a lock-up lock-up lock-up Closing, the Sponsor will forfeit founder shares held by it, and, solely in the event the amount of cash in the Company’s Trust Account (after taking into account any redemptions) is less than $ million, the Sponsor will forfeit an additional founder shares held by it. Plastiq Holders Voting and Support Agreement Promptly following the execution of the Merger Agreement, the Company entered into a voting support agreement (the “Plastiq Holders Voting and Support Agreement”) with Plastiq and certain stockholders of Plastiq (the “Voting Plastiq Stockholders”) pursuant to which, the Voting Plastiq Stockholders agreed to, among other things, vote to adopt and approve, following the effectiveness of the registration statement on Form S-4 filed by the Company in connection with the business combination on November 14, 2022, the Merger Agreement and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of the Plastiq Holders Voting and Support Agreement. Pursuant to the Plastiq Holders Voting and Support Agreement, the Voting Plastiq Stockholders also agreed to, among other things, (a) exercise the drag-along rights pursuant to that certain Seventh Amended and Restated Voting Agreement, dated as of November 12, 2021, by and among Plastiq and the Stockholders (as defined therein), (b) vote in favor of the business combination and any other matters necessary or reasonably requested by Plastiq for the consummation of the business combination and (c) vote against any proposals that run counter to any provision of the Plastiq Holders Voting and Support Agreement or to the consummation of the business combination. Registration Rights Agreement The Merger Agreement contemplates that, at the Closing, Plastiq Pubco, the Sponsor, certain members of the Sponsor and certain former stockholders of Plastiq (the “Plastiq Holders” and, collectively with the Sponsor and certain members of the Sponsor the “Holders”) will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which Plastiq Pubco will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Plastiq Pubco Stock and other equity securities of Plastiq Pubco that are held by the parties thereto from time to time. Pursuant to the Registration Rights Agreement, the shares of Plastiq Pubco Shares held by the Plastiq Holders will be subject to a lock-up The Registration Rights Agreement amends and restates the registration rights agreement that was entered into by the Company, the Sponsor and the other parties thereto in connection with the Initial Public Offering. The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities (as defined therein). For additional information regarding the Merger Agreement, see the Company’s Form 8-K | Note 1—Organization and Business Operations Organization and General Colonnade Acquisition Corp. II was incorporated in Cayman Islands on November 24, 2020. The Company was formed for the purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company is not limited to a particular industry or geographic region 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. The Company has selected December 31 as its fiscal year end. As of December 31, 2021, the Company had not yet commenced any operations. All activity through December 31, 2021, relates to the Company’s formation and the Initial Public Offering described below, and after the Initial Public Offering, to seeking a target for its initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the Financing The registration statement for the Company’s Initial Public Offering was declared effective on March 9, 2021 (the “Effective Date”). On March 12, 2021, the Company consummated the Initial Public Offering of 33,000,000 Units, including the partial exercise by the underwriters of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $330,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,733,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, which is discussed in Note 4. Transaction costs amounted to $17,212,069 consisting of $6,090,000 of underwriting fee, $10,657,500 of deferred underwriting fee and $464,569 of other offering costs. Of the total transaction cost, $475,053 was expensed as non-operating expenses in the Trust Account Following the closing of the Initial Public Offering on March 15, 2021, an amount of $330,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the Trust Account, which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 100% of our Public Shares if we have not consummated an initial business combination by March 12, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial 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, although substantially all the net proceeds are intended to be generally applied toward consummating a business combination. The rules of the NYSE require that the Company must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the Company’s signing a definitive agreement in connection with its initial business combination. However, the Company will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with ASC 480. In no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause the Company’s net tangible assets to be less than $5,000,001, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. The Company will proceed with a business combination, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have until March 12, 2023 (with the ability to extend with shareholder approval) to consummate a business combination. However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding Public Shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to the 7,187,500 Class B Ordinary Shares issued to the Sponsor for an aggregate purchase price of $25,000 and Public Shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares if it has not consummated an initial business combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Going Concern As of December 31, 2021, the Company had cash outside the Trust Account of $299,837 and working capital deficiency of $2,333,315. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares. As of December 31, 2021, none of the amount in the Trust Account was withdrawn as described above. Through December 31, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the remaining net proceeds from the Initial Public Offering and the sale of Private Placement Warrants. In order to fund working capital deficiencies or 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. If the Company completes a business combination, it would repay such loaned amounts. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Warrants, at a price of $1.50 per Private Placement Warrant at the option of the lender. The Warrants would be identical to the Private Placement Warrants (Note 5). Until the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the business combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Sponsor, officers and directors 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, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company’s amended and restated memorandum and articles of association provide that the Company will have only 24 months (until March 12, 2023) from the closing of the Initial Public Offering to complete a business combination. There is no guarantee that the Company will be able to complete a business combination within the Combination Period. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the business combination or the date the Company is required to liquidate. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2022 | |
Prior Period Adjustment [Abstract] | |
Revision of Previously Issued Financial Statements | Note 2 — Revision of Previously Issued Financial Statements In connection with the preparation of the Company’s condensed financial statements as of September 30, 2022, management identified an error made in its historical financial statements related to incorrect calculation of the weighted average number of shares outstanding as well as income allocable to and basic and diluted net income per share for each class of shares outstanding for the nine months ended September 30, 2021. The Company revised its previously reported amounts as follows: As Previously Adjustment As Adjusted Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements Net income allocable to Class A Ordinary Shares subject to possible redemption $ 5,038,453 $ (319,357 ) $ 4,719,096 Net income allocable to non-redeemable Class B Ordinary Shares $ 1,230,252 $ 319,357 $ 1,549,609 Weighted average number of Class A ordinary shares subject to possible redemption 33,000,000 (8,461,538 ) 24,538,562 Weighted average number of Class B Shares 8,057,695 (3 ) 8,057,692 Basic and diluted net income per share attributable to Class A Shares $ 0.15 $ 0.04 $ 0.19 Basic and diluted net income per share attributable to Class B Shares $ 0.15 $ 0.04 $ 0.19 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Status 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, 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 Securities Exchange Act of 1934, as amended (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 Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these unaudited condensed consolidated financial statements are the determination of the fair value of the Warrant liabilities (see Note 10) as well as determination of the conversion feature of the 2022 Note (see Note 6). Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2022 and December 31, 2021, the Company had $287,611 and $299,837 in cash, respectively. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Cash and Marketable Securities Held in Trust Account As of September 30, 2022 and December 31, 2021, the Trust Account had $332,011,036 , and $330,082,791 , respectively, held in U.S. Treasury Bills. During the three and nine months ended September 30, 2022 and September 30, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury Securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “Interest income earned in Trust Account” line item in the statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2022 and December 31, 2021 are as follows: Carrying Value as of Gross Gross Fair Value as U.S. Treasury Securities $ 332,011,036 $ — $ (2,492 ) $ 332,008,544 Carrying Value as of Gross Gross Fair Value as U.S. Treasury Securities $ 330,082,791 $ 2,750 $ — $ 330,085,541 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account. 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. Class A Ordinary Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 33,000,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in As of September 30, 2022 and December 31, 2021, the ordinary shares reflected on the condensed consolidated balance sheets are reconciled in the following table: Gross Proceeds $ 330,000,000 Less: Proceeds allocated to Public Warrants (9,108,000 ) Issuance costs related to Class A Ordinary Shares (16,737,016 ) Plus: Remeasurement of carrying value to redemption value 25,845,016 Class A Ordinary Shares subject to redemption, December 31, 2021 330,000,000 Plus: Remeasurement of carrying value to redemption value resulting from the interest income accrued in the Trust Account 2,011,036 Class A Ordinary Shares subject to redemption, September 30, 2022 $ 332,011,036 Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share (“ASC 260”). The Company applies the two-class The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income per share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended September 30, 2022 For the Ended 2021 Redeemable Class A Ordinary Shares Numerator: Net income (loss) allocable to Class A Ordinary Shares subject to possible redemption $ (369,139 ) $ 2,480,279 Denominator: Weighted average redeemable Class A Ordinary Shares, basic and diluted 33,000,000 33,000,000 Basic and diluted net income (loss) $ (0.01 ) $ 0.08 Non-redeemable Numerator: Net income (loss) allocable to non-redeemable $ (92,285 ) $ 620,070 Denominator: Weighted average non-redeemable 8,250,000 8,250,000 Basic and diluted net income (loss) per share, non-redeemable $ (0.01 ) $ 0.08 For the Nine Months For the Nine Months Redeemable Class A Ordinary Shares Numerator: Net income allocable to Class A Ordinary Shares subject to possible redemption $ 3,409,690 $ 4,719,096 Denominator: Weighted average Redeemable Class A Ordinary Shares, Basic and Diluted 33,000,000 24,538,462 Basic and diluted net income per share, redeemable Class A Ordinary Shares $ 0.10 $ 0.19 Non-redeemable Numerator: Net income allocable to non-redeemable $ 852,422 $ 1,549,609 Denominator: Weighted Average non-redeemable 8,250,000 8,057,692 Basic and diluted net income per share, non-redeemable $ 0.10 $ 0.19 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff incurred through the balance sheet date that are related to the Public Offering and that were charged to temporary equity upon the completion of the IPO. Accordingly, on September 30, 2021, offering costs totaling $17,212,069 have been charged to temporary equity (consisting of $6,090,000 of underwriting fee, $10,657,500 of deferred underwriting fee (see Note 7) and $464,569 of other offering costs). Of the total transaction costs, $475,053 was reclassified to expense as a non-operating expense in the Shares. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets. 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 share purchase Warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Pursuant to ASC 480 and Accounting Standards Codification 815-40, The Company accounts for its 12,333,333 Warrants, including 6,600,000 Warrants issued in connection with its IPO and 5,733,333 Warrants issued as part of the Private Placement as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. 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 September 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were unrecognized tax benefits and amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Note 2—Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with GAAP pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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, 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 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the Warrant liabilities. 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. As of December 31, 2021 and 2020, the Company had $299,837 and $25,000 in cash, respectively. The Company had no cash equivalents as of December 31, 2021 and 2020. Marketable Securities Held in Trust Account As of December 31, 2021, the Trust Account had $330,082,791 held in primarily U.S. Treasury bills. During the period January 1, 2021 to December 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2021, the Company has not experienced losses on this account. 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. Class A Ordinary Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 33,000,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. As of December 31, 2021, the ordinary shares reflected on the balance sheets are reconciled in the following table: Gross Proceeds of the IPO $ 330,000,000 Less: Proceeds allocated to Public Warrants (9,108,000 ) Issuance costs related to Class A Ordinary Shares (16,737,016 ) Plus: Accretion of carrying value to redemption value 25,845,016 Contingently redeemable Class A Ordinary Shares $ 330,000,000 Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share. The Company applies the two-class method The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Year For the Redeemable Class A Ordinary Shares Numerator: Net income allocable to Class A Ordinary Shares subject to possible redemption $ 2,860,120 $ — Denominator: Weighted average Redeemable Class A Ordinary Shares, Basic and Diluted 26,671,233 — Basic and diluted net income per share, redeemable Class A Ordinary Shares $ 0.11 $ — Non-Redeemable Numerator: Net income (loss) allocable to non-redeemable $ 869,274 $ (3,186 ) Denominator: Weighted average non-redeemable 8,106,164 7,500,000 Basic and diluted net income (loss) per share, non-redeemable $ 0.11 $ (0.00 ) Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff expense as a non-operating expense in the Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the balance sheets. 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 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, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers and the holder of the Warrants precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statement of operations in the period of change. The Company accounts for its 12,333,333 Warrants, including 6,600,000 Warrants issued in connection with its Initial Public Offering and 5,733,333 Warrants issued as part of the Private Placement, as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. 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, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, FASB issued ASU 2020-06 to ASU 2020-06 ASU 2020-06 amends the if-converted method ASU 2020-06 is ASU 2020-06 would Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO, the Company sold 33,000,000 Units, including the partial exercise by the underwriters of their over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-fifth of one redeemable warrant (“Public Warrant”, and collectively with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A Ordinary Share at a price of $11.50 per share. | Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 33,000,000 Units, including the partial exercise by the underwriters of their over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-fifth of |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Private Placement [Abstract] | ||
Private Placement Warrants | Note 5 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,733,333 Private Placement Warrants at a price of $1.50 per warrant ($8,600,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one Class A Ordinary Shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account. The Private Placement Warrants are identical to the Warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to certain registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the units being sold in the IPO. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial business combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial business combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre initial business combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial business combination within the Combination Period, and (iv) vote any Founder Shares held by the Sponsor and any Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial business combination. | Note 4—Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,733,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($8,600,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one Class A Ordinary Share at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. The Private Placement Warrants are identical to the Warrants sold in the Initial Public Offering except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to certain registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Units being sold in the Initial Public Offering. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to its Founder Shares and Public Shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to its Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial business combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On December 31, 2020, the Company issued 7,187,500 Class B Ordinary Shares to the Sponsor for an aggregate purchase price of $25,000. On February 24, 2021, the Company effected a share capitalization of 1,437,500 shares, resulting in 8,625,000 shares of Class B Ordinary Shares being issued and outstanding. The share capitalization was retroactively applied in the Company’s financial statements. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On March 12, 2021, the underwriter partially exercised the over-allotment option and therefore 375,000 Founder Shares were forfeited, and 750,000 Founder Shares were no longer subject to forfeiture, resulting in 8,250,000 Founder Shares outstanding at September 30, 2022 and December 31, 2021. The underwriters forfeited their remaining over-allotment option on the date of the IPO. The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial business combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial business combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if the closing price of Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading lock-up. Promissory Note — Related Party On December 17, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $30,000 per month for rent of office space, utilities, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company has incurred $90,000 and $270,000 in expense pursuant to this agreement, respectively. For the three and nine months ended September 30, 2021, the Company has incurred $90,000 and $201,290 in expense pursuant to this agreement, respectively. There are outstanding fees owed and accrued of $180,000 and $0 as of September 30, 2022 and 2021, respectively. Working Capital Loans In addition, in order to finance transaction costs in connection with a business combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of 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. On March 24, 2022, $250,000 was drawn under the terms of these Working Capital Loans, which amount was repaid on June 30, 2022. As of September 30, 2022, no amounts were outstanding under the Working Capital Loans. 2022 Note On April 11, 2022, the Company issued a promissory note to the Sponsor (“2022 Note”). Pursuant to the 2022 Note, the Company may borrow from the Sponsor, from time to time, up to an aggregate of $1,500,000 . Borrowings under the 2022 Note will not bear interest. The 2022 Note will mature on the earlier to occur of (i) March 12, 2023, or (ii) the effective date of our initial business combination. Up to $1,500,000 of such loans may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants, at a price of $1.50 per warrant at the option of the Sponsor. The 2022 Note contains customary events of default, including those relating to the Company’s failure to repay the principal amount due upon maturity of the 2022 Note and certain bankruptcy events. The Company drew $25,000 on June 9, 2022, $500,000 on June 30, 2022, $100,000 on July 14, 2022, $200,000 on August 15, 2022, and $400,000 on August 18, 2022 under the 2022 Note. As of September 30, 2022, $1,225,000 was outstanding under the 2022 Note. The conversion option included in the 2022 Note is considered an embedded derivative and is remeasured at the end of each reporting period when amounts drawn under the 2022 Note will be outstanding. The value of the conversion option is de minimis as of the dates of the draws as mentioned above and as of September 30, 2022. | Note 5—Related Party Transactions Founder Shares On December 31, 2020, the Company issued 7,187,500 Class B Ordinary Shares to the Sponsor for an aggregate purchase price of $25,000. On February 24, 2021, the Company effected a share capitalization of 1,437,500 shares, resulting in 8,625,000 Class B Ordinary Shares being issued and outstanding. The share capitalization was retroactively applied in the Company’s financial statements. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares s issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial business combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial business combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Notwithstanding the foregoing, if (1) the closing price of Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, days within any 30-trading day period commencing be released from the lock-up. Promissory Note—Related Party On December 17, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. These loans are non-interest bearing, unsecured and Administrative Support Agreement Commencing on the date of the Initial Public Offering, the Company has agreed to pay the Sponsor a total of $30,000 per month for rent of office space, utilities, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021, the Company has incurred $291,290 in expense pursuant to this agreement. All outstanding fees owed were paid and thus nothing is accrued as of December 31, 2021. Working Capital Loans In addition, in order to finance transaction costs in connection with a business combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required. If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of 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. On April 11, 2022, we entered into the 2022 Note with our Sponsor, a related party of the Company. Pursuant to the 2022 Note we may borrow from the Sponsor, from time to time, up to an aggregate of $1,500,000. Borrowings under the 2022 Note will not bear interest. The 2022 Note will mature on the earlier to occur of (i) March 12, 2023 or (ii) the effective date of our initial business combination. Up to $1,500,000 of such loans may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants, at a price of $1.50 per warrant at the option of the Sponsor. The 2022 Note contains customary events of default, including those relating to our failure to repay the principal amount due upon maturity of the 2022 Note and certain bankruptcy events (Note 10). $250,000 has been drawn and is outstanding under the 2022 Note as of the date of this Form 10-K. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments & Contingencies | Note 7 — Commitments & Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a Private Placement prior to the closing of the IPO, (ii) Private Placement Warrants which will be issued in a Private Placement simultaneously with the closing of the IPO and the Class A Ordinary Shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On March 12, 2021, the Company paid a fixed underwriting discount of $6,090,000 . Additionally, the Company recorded a deferred underwriting discount of $10,657,500 payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. This deferred amount is reflected in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. On July 8, 2022, the Company received a letter providing notice from Barclays Capital Inc. (“Barclays”), and on July 11, 2022, the Company received a letter providing notice from Deutsche Bank Securities Inc. (“DBSI”), waiving any entitlement to their respective portions of the $10,657,500 deferred underwriting fee that accrued from Barclays’ and DBSI’s participation as the underwriters of the Initial Public Offering and their right of first refusal to act as co-placement . A portion of deferred underwriting discount previously recorded in the additional paid-in capital is recorded as a recovery in the additional paid-in capital and a portion previously expensed is recorded as a recovery in the statement of operations in the three- and nine-month periods ended September 30, 2022 . Consulting Agreement On July 1, 2022 the Company entered in consulting agreement with the ICR (“the Consultant”) for providing certain services related to the business combination that the Company is pursuing (as described above). Consultant’s compensation costs of the following parts: • $20,000.00 per month until the three (3) month anniversary of the announcement date of the business combination, pro-rated for any partial month, which is expensed by the Company as incurred. • A Transaction Fee of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Transaction Fee”) payable immediately upon completion of the business combination (and which shall be waived if the business combination is not completed for any reason); and • A performance-based fee of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Performance Bonus”), payable immediately upon completion of the business combination, based on certain performance indicators related to market capitalization of the merged company. The Company records monthly fees in its results of operations as they are incurred. The Transaction Fee and Performance Bonus are contingent upon closing of the business combination and will be recorded upon its completion. | Note 6—Commitments & Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a Private Placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants, which were issued in a Private Placement simultaneously with the closing of the Initial Public Offering and the Class A Ordinary Shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On March 12, 2021, the Company paid a fixed underwriting discount of $6,090,000. Additionally, a deferred underwriting discount of $10,657,500 will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. This deferred amount is reflected in the balance sheet as of December 31, 2021. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Shareholders' Deficit | Note 8 — Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial business combination on a one-for-one sub-divisions, one-for-one | Note 7—Shareholders’ Equity Preference shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, one-for-one |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants Disclosure [Abstract] | ||
Warrants | Note 9 — Warrants Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed herein. 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 the initial 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 affiliate, without taking into account any Founder Shares held by the Sponsor or such affiliate, 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 the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A Ordinary Shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, the $18.00 per share redemption trigger prices described below under “Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Warrants will become exercisable 30 days after the completion of its initial business combination and will expire five years after the completion of the Company’s initial business combination, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the initial business combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60th) business day after the closing of the initial 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. Notwithstanding the above, if the Company’s Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that 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 elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, 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. 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 herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon not less than 30 days’ prior written notice of redemption to each Warrant holder (the “30 day redemption period”); and • if, and only if, the reported sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading In no event will the Company be required to net cash settle any Warrants. Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00 The Company may also redeem the outstanding Public Warrants once they become exercisable: • in whole and not in part; • at a price of $0.10 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption; provided • if, and only if, the last reported sale price of the Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period If the Company is unable to complete the initial business combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless. | Note 8—Warrants Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed herein. 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 the initial 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 affiliate, without taking into account any Founder Shares held by the Sponsor or such affiliate, 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 the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A Ordinary Shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, the $18.00 per share redemption trigger prices described below under “Redemption of Warrants when the price per Class A Ordinary Shares equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Warrants will become exercisable 30 days after the completion of its initial business combination and will expire five years after the completion of the Company’s initial business combination, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the initial business combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60th) business day after the closing of the initial business combination, warrantholders 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. Notwithstanding the above, if the Company’s Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that 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 elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, 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. 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 herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrantholder (the “30-day • if, and only if, the reported sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period In no event will the Company be required to net cash settle any Warrants. Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00. • in whole and not in part; • at a price of $0.10 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption; provided • if, and only if, the last reported sale price of the Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period If the Company is unable to complete the initial business combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 10 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. The Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following tables presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Quoted Prices In Active Markets (Level 1) Significant Significant (Level 3) Assets: U.S. Treasury Securities $ 332,008,544 $ 332,008,544 $ — $ — Liabilities: Public Warrant Liability $ 792,000 $ 792,000 $ — $ — Private Placement Warrant Liability 688,000 — 688,000 $ 1,480,000 $ 792,000 $ — $ 688,000 December 31, Quoted Prices In Active Markets (Level 1) Significant Significant (Level 3) Assets: U.S. Treasury Securitie s $ 330,085,541 $ 330,085,541 $ — $ — Liabilities: Public Warrant Liabilit y $ 4,750,680 $ 4,750,680 $ — $ — Private Placement Warrant Liability 4,274,200 — — 4,274,200 $ 9,024,880 $ 4,750,680 $ — $ 4,274,200 The Company’s Warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The Company utilizes a Black Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the condensed consolidated statements of operations. The estimated fair value of the Private Placement Warrant liability is determined using Level 3 inputs. In the third quarter of 2021, Public Warrants were reclassified from level 3 to level 1 because the Public Warrants began to trade on the New York Stock Exchange. The Company estimates the volatility of its binomial options pricing model based on historical volatility that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The aforementioned Warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements: At At Share price $ 9.92 $ 9.71 Strike price $ 11.50 $ 11.50 Term (in years) 4.84 4.25 Time to announcement of business combination (in years) 0.00 0.13 Volatility 1.0 % 14.0 % Risk-free rate 4.07 % 1.4 % Dividend yield 0.0 % 0.0 % Redemption trigger price $ N/A $ N/A The following table provides a reconciliation of changes in fair value liability of the beginning and ending balances for the Company’s Warrants classified as Level 3: Fair value at December 31, 2021 – Private Placement Warrants $ 4,274,200 Change in fair value (1,811,160 ) Fair Value at March 31, 2022 – Private Placement Warrants 2,463,040 Change in fair value (1,717,707 ) Fair Value at June 30, 2022 – Private Placement Warrants 745,333 Change in fair value (57,333 ) Fair Value at September 30, 2022 – Private Placement Warrants $ 688,000 Fair value as of December 31, 2020 $ — Initial Measurement on March 12, 2021 17,421,333 Public Warrant reclassified to level 1 (1) (8,844,000 ) Change in fair value (4,303,133 ) Fair value as of December 31, 2021 $ 4,274,200 (1) Assumes the Public Warrants were reclassified on March 31, 2021. The following table presents the changes in the fair value of Warrant liabilities: Public Private Placement Warrant Fair value as of December 31, 2021 $ 4,750,680 $ 4,274,200 $ 9,024,880 Change in valuation inputs or other assumptions (2,044,680) (1,811,160 ) (3,855,840 ) Fair value as of March 31, 2022 2,706,000 2,463,040 5,169,040 Change in valuation inputs or other assumptions (1,848,000) (1,717,707 ) (3,565,707 ) Fair value as of June 30, 2022 858,000 745,333 1,603,333 Change in valuation inputs or other assumptions (66,000 ) (57,333 ) (123,333 ) Fair value as of September 30, 2022 $ 792,000 $ 688,000 $ 1,480,000 Public Private Placement Warrant Fair value as of November 24, 2020 $ — $ — $ — Initial measurement on March 12, 2021 9,108,000 8,313,333 17,421,333 Change in valuation inputs or other assumptions (264,001 ) (286,666 ) (550,667 ) Fair value as of March 31, 2021 8,844,000 8,026,667 16,870,667 Change in valuation inputs or other assumptions (1,782,000 ) (1,720,000 ) (3,502,000 ) Fair value as of June 30, 2021 7,062,000 6,306,667 13,368,667 Change in valuation inputs or other assumptions (1,716,000 ) (1,662,667 ) (3,378,667 ) Fair value as of September 30, 2021 $ 5,346,000 $ 4,644,000 $ 9,990,000 | Note 9—Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. The Company concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Description Assets: Cash and marketable securities held in Trust Account $ 330,082,791 $ 330,082,791 Liabilities: Warrant liabilities – Public Warrants 4,750,680 4,750,680 — — Warrant liabilities – Private Placement Warrants 4,274,200 — — 4,274,200 $ 9,024,880 $ 4,750,680 $ — $ 4,274,200 The Company’s Warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The Company utilizes a Black Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement Warrant liability is determined using Level 3 inputs. In the third quarter of 2021, Public Warrants were reclassified from level 3 to level 1 because the Public Warrants began to trade on the NYSE. The Company estimates the volatility of its binomial options pricing model based on historical volatility that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The aforementioned Warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements: At March 12, 2021 (Initial Measurement) Public Warrants At March 12, Share price $ 9.70 $ 9.70 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 24.0 % 24.0 % Risk-free rate 0.98 % 0.98 % Dividend yield 0.0 % 0.0 % Redemption trigger price $ 18.00 N/A At Share price $ 9.71 Strike price $ 11.50 Term (in years) 4.25 Volatility 14.0 % Risk-free rate 1.4 % Dividend yield 0 % Redemption trigger price N/A The following table provides a reconciliation of changes in fair value liability of the beginning and ending balances for the Company’s Warrants classified as Level 3: Fair value as of December 31, 2020 $ — Initial measurement on March 12, 2021 17,421,333 Public Warrant reclassified to level 1 (1) (8,844,000 ) Change in fair value (4,303,133 ) Fair value as of December 31, 2021 $ 4,274,200 (1) Assumes the Public Warrants were reclassified on March 31, 2021. The following table presents the changes in the fair value of Warrant liabilities: Public Private Warrant Fair value as of November 24, 2020 $ — $ — $ — Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 12, 2021 9,108,000 8,313,333 17,421,333 Change in valuation inputs or other assumptions (4,357,320 ) (4,039,133 ) (8,396,453 ) Fair value as of December 31, 2021 $ 4,750,680 $ 4,274,200 $ 9,024,880 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. The Company filed a Registration Statement on Form S-4 in connection with the proposed business combination with the SEC on November 14, 2022. | Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On April 11, 2022, the Company entered into the 2022 Note with the Sponsor, a related party of the Company. Pursuant to the 2022 Note the Company may borrow from the Sponsor, from time to time, up to an aggregate of $1,500,000. Borrowings under the 2022 Note will not bear interest. The 2022 Note will mature on the earlier to occur of (i) March 12, 2023 or (ii) the effective date of the Company’s initial business combination. Up to $1,500,000 of such loans may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants, at a price of $1.50 per warrant at the option of the Sponsor. The 2022 Note contains customary events of default, including those relating to the Company’s failure to repay the principal amount due upon maturity of the 2022 Note and certain bankruptcy events. $250,000 has been drawn and is outstanding under the 2022 Note as of the date of this Form 10-K. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with GAAP pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Emerging Growth Company Status | Emerging Growth Company Status 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, 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 Securities Exchange Act of 1934, as amended (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 | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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, 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 |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these unaudited condensed consolidated financial statements are the determination of the fair value of the Warrant liabilities (see Note 10) as well as determination of the conversion feature of the 2022 Note (see Note 6). Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the Warrant liabilities. 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. As of September 30, 2022 and December 31, 2021, the Company had $287,611 and $299,837 in cash, respectively. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021 and 2020, the Company had $299,837 and $25,000 in cash, respectively. The Company had no cash equivalents as of December 31, 2021 and 2020. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account As of September 30, 2022 and December 31, 2021, the Trust Account had $332,011,036 , and $330,082,791 , respectively, held in U.S. Treasury Bills. During the three and nine months ended September 30, 2022 and September 30, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury Securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “Interest income earned in Trust Account” line item in the statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2022 and December 31, 2021 are as follows: Carrying Value as of Gross Gross Fair Value as U.S. Treasury Securities $ 332,011,036 $ — $ (2,492 ) $ 332,008,544 Carrying Value as of Gross Gross Fair Value as U.S. Treasury Securities $ 330,082,791 $ 2,750 $ — $ 330,085,541 | Marketable Securities Held in Trust Account As of December 31, 2021, the Trust Account had $330,082,791 held in primarily U.S. Treasury bills. During the period January 1, 2021 to December 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2021, the Company has not experienced losses on this account. |
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. Class A Ordinary Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 33,000,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in As of September 30, 2022 and December 31, 2021, the ordinary shares reflected on the condensed consolidated balance sheets are reconciled in the following table: Gross Proceeds $ 330,000,000 Less: Proceeds allocated to Public Warrants (9,108,000 ) Issuance costs related to Class A Ordinary Shares (16,737,016 ) Plus: Remeasurement of carrying value to redemption value 25,845,016 Class A Ordinary Shares subject to redemption, December 31, 2021 330,000,000 Plus: Remeasurement of carrying value to redemption value resulting from the interest income accrued in the Trust Account 2,011,036 Class A Ordinary Shares subject to redemption, September 30, 2022 $ 332,011,036 | 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. Class A Ordinary Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 33,000,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. As of December 31, 2021, the ordinary shares reflected on the balance sheets are reconciled in the following table: Gross Proceeds of the IPO $ 330,000,000 Less: Proceeds allocated to Public Warrants (9,108,000 ) Issuance costs related to Class A Ordinary Shares (16,737,016 ) Plus: Accretion of carrying value to redemption value 25,845,016 Contingently redeemable Class A Ordinary Shares $ 330,000,000 |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share (“ASC 260”). The Company applies the two-class The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income per share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended September 30, 2022 For the Ended 2021 Redeemable Class A Ordinary Shares Numerator: Net income (loss) allocable to Class A Ordinary Shares subject to possible redemption $ (369,139 ) $ 2,480,279 Denominator: Weighted average redeemable Class A Ordinary Shares, basic and diluted 33,000,000 33,000,000 Basic and diluted net income (loss) $ (0.01 ) $ 0.08 Non-redeemable Numerator: Net income (loss) allocable to non-redeemable $ (92,285 ) $ 620,070 Denominator: Weighted average non-redeemable 8,250,000 8,250,000 Basic and diluted net income (loss) per share, non-redeemable $ (0.01 ) $ 0.08 For the Nine Months For the Nine Months Redeemable Class A Ordinary Shares Numerator: Net income allocable to Class A Ordinary Shares subject to possible redemption $ 3,409,690 $ 4,719,096 Denominator: Weighted average Redeemable Class A Ordinary Shares, Basic and Diluted 33,000,000 24,538,462 Basic and diluted net income per share, redeemable Class A Ordinary Shares $ 0.10 $ 0.19 Non-redeemable Numerator: Net income allocable to non-redeemable $ 852,422 $ 1,549,609 Denominator: Weighted Average non-redeemable 8,250,000 8,057,692 Basic and diluted net income per share, non-redeemable $ 0.10 $ 0.19 | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share. The Company applies the two-class method The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Year For the Redeemable Class A Ordinary Shares Numerator: Net income allocable to Class A Ordinary Shares subject to possible redemption $ 2,860,120 $ — Denominator: Weighted average Redeemable Class A Ordinary Shares, Basic and Diluted 26,671,233 — Basic and diluted net income per share, redeemable Class A Ordinary Shares $ 0.11 $ — Non-Redeemable Numerator: Net income (loss) allocable to non-redeemable $ 869,274 $ (3,186 ) Denominator: Weighted average non-redeemable 8,106,164 7,500,000 Basic and diluted net income (loss) per share, non-redeemable $ 0.11 $ (0.00 ) |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff incurred through the balance sheet date that are related to the Public Offering and that were charged to temporary equity upon the completion of the IPO. Accordingly, on September 30, 2021, offering costs totaling $17,212,069 have been charged to temporary equity (consisting of $6,090,000 of underwriting fee, $10,657,500 of deferred underwriting fee (see Note 7) and $464,569 of other offering costs). Of the total transaction costs, $475,053 was reclassified to expense as a non-operating expense in the Shares. Fair Value of Financial Instruments | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff expense as a non-operating expense in the |
Fair Value of Financial Instruments | The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the balance sheets. |
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 share purchase Warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Pursuant to ASC 480 and Accounting Standards Codification 815-40, The Company accounts for its 12,333,333 Warrants, including 6,600,000 Warrants issued in connection with its IPO and 5,733,333 Warrants issued as part of the Private Placement as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued 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, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers and the holder of the Warrants precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statement of operations in the period of change. The Company accounts for its 12,333,333 Warrants, including 6,600,000 Warrants issued in connection with its Initial Public Offering and 5,733,333 Warrants issued as part of the Private Placement, as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. 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 September 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were unrecognized tax benefits and amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. 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, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Standards In August 2020, FASB issued ASU 2020-06 to ASU 2020-06 ASU 2020-06 amends the if-converted method ASU 2020-06 is ASU 2020-06 would Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revision Of Previously Issued Financial Statements [Abstract] | |
Schedule of revised its the previously reported amounts | As Previously Adjustment As Adjusted Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements Net income allocable to Class A Ordinary Shares subject to possible redemption $ 5,038,453 $ (319,357 ) $ 4,719,096 Net income allocable to non-redeemable Class B Ordinary Shares $ 1,230,252 $ 319,357 $ 1,549,609 Weighted average number of Class A ordinary shares subject to possible redemption 33,000,000 (8,461,538 ) 24,538,562 Weighted average number of Class B Shares 8,057,695 (3 ) 8,057,692 Basic and diluted net income per share attributable to Class A Shares $ 0.15 $ 0.04 $ 0.19 Basic and diluted net income per share attributable to Class B Shares $ 0.15 $ 0.04 $ 0.19 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of ordinary shares reflected on the condensed balance sheets | Gross Proceeds $ 330,000,000 Less: Proceeds allocated to Public Warrants (9,108,000 ) Issuance costs related to Class A Ordinary Shares (16,737,016 ) Plus: Remeasurement of carrying value to redemption value 25,845,016 Class A Ordinary Shares subject to redemption, December 31, 2021 330,000,000 Plus: Remeasurement of carrying value to redemption value resulting from the interest income accrued in the Trust Account 2,011,036 Class A Ordinary Shares subject to redemption, September 30, 2022 $ 332,011,036 | Gross Proceeds of the IPO $ 330,000,000 Less: Proceeds allocated to Public Warrants (9,108,000 ) Issuance costs related to Class A Ordinary Shares (16,737,016 ) Plus: Accretion of carrying value to redemption value 25,845,016 Contingently redeemable Class A Ordinary Shares $ 330,000,000 |
Summary of basic and diluted net income (loss) per share | For the Three Months Ended September 30, 2022 For the Ended 2021 Redeemable Class A Ordinary Shares Numerator: Net income (loss) allocable to Class A Ordinary Shares subject to possible redemption $ (369,139 ) $ 2,480,279 Denominator: Weighted average redeemable Class A Ordinary Shares, basic and diluted 33,000,000 33,000,000 Basic and diluted net income (loss) $ (0.01 ) $ 0.08 Non-redeemable Numerator: Net income (loss) allocable to non-redeemable $ (92,285 ) $ 620,070 Denominator: Weighted average non-redeemable 8,250,000 8,250,000 Basic and diluted net income (loss) per share, non-redeemable $ (0.01 ) $ 0.08 For the Nine Months For the Nine Months Redeemable Class A Ordinary Shares Numerator: Net income allocable to Class A Ordinary Shares subject to possible redemption $ 3,409,690 $ 4,719,096 Denominator: Weighted average Redeemable Class A Ordinary Shares, Basic and Diluted 33,000,000 24,538,462 Basic and diluted net income per share, redeemable Class A Ordinary Shares $ 0.10 $ 0.19 Non-redeemable Numerator: Net income allocable to non-redeemable $ 852,422 $ 1,549,609 Denominator: Weighted Average non-redeemable 8,250,000 8,057,692 Basic and diluted net income per share, non-redeemable $ 0.10 $ 0.19 | |
Summary of the carrying value excluding gross unrealized holding loss and fair value of held to maturity securities | The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2022 and December 31, 2021 are as follows: Carrying Value as of Gross Gross Fair Value as U.S. Treasury Securities $ 332,011,036 $ — $ (2,492 ) $ 332,008,544 Carrying Value as of Gross Gross Fair Value as U.S. Treasury Securities $ 330,082,791 $ 2,750 $ — $ 330,085,541 | |
Summary of basic and diluted loss per ordinary share | For the Year For the Redeemable Class A Ordinary Shares Numerator: Net income allocable to Class A Ordinary Shares subject to possible redemption $ 2,860,120 $ — Denominator: Weighted average Redeemable Class A Ordinary Shares, Basic and Diluted 26,671,233 — Basic and diluted net income per share, redeemable Class A Ordinary Shares $ 0.11 $ — Non-Redeemable Numerator: Net income (loss) allocable to non-redeemable $ 869,274 $ (3,186 ) Denominator: Weighted average non-redeemable 8,106,164 7,500,000 Basic and diluted net income (loss) per share, non-redeemable $ 0.11 $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Summary of assets measured at fair value on a recurring basis | September 30, Quoted Prices In Active Markets (Level 1) Significant Significant (Level 3) Assets: U.S. Treasury Securities $ 332,008,544 $ 332,008,544 $ — $ — Liabilities: Public Warrant Liability $ 792,000 $ 792,000 $ — $ — Private Placement Warrant Liability 688,000 — 688,000 $ 1,480,000 $ 792,000 $ — $ 688,000 December 31, Quoted Prices In Active Markets (Level 1) Significant Significant (Level 3) Assets: U.S. Treasury Securitie s $ 330,085,541 $ 330,085,541 $ — $ — Liabilities: Public Warrant Liabilit y $ 4,750,680 $ 4,750,680 $ — $ — Private Placement Warrant Liability 4,274,200 — — 4,274,200 $ 9,024,880 $ 4,750,680 $ — $ 4,274,200 | December 31, Quoted Significant Significant Description Assets: Cash and marketable securities held in Trust Account $ 330,082,791 $ 330,082,791 Liabilities: Warrant liabilities – Public Warrants 4,750,680 4,750,680 — — Warrant liabilities – Private Placement Warrants 4,274,200 — — 4,274,200 $ 9,024,880 $ 4,750,680 $ — $ 4,274,200 |
Summary of fair value measurement inputs and valuation techniques | The following table provides quantitative information regarding Level 3 fair value measurements: At At Share price $ 9.92 $ 9.71 Strike price $ 11.50 $ 11.50 Term (in years) 4.84 4.25 Time to announcement of business combination (in years) 0.00 0.13 Volatility 1.0 % 14.0 % Risk-free rate 4.07 % 1.4 % Dividend yield 0.0 % 0.0 % Redemption trigger price $ N/A $ N/A | At March 12, 2021 (Initial Measurement) Public Warrants At March 12, Share price $ 9.70 $ 9.70 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 24.0 % 24.0 % Risk-free rate 0.98 % 0.98 % Dividend yield 0.0 % 0.0 % Redemption trigger price $ 18.00 N/A At Share price $ 9.71 Strike price $ 11.50 Term (in years) 4.25 Volatility 14.0 % Risk-free rate 1.4 % Dividend yield 0 % Redemption trigger price N/A |
Schedule of reconciliation of changes in fair value liability of warrants classified to level 3 | Fair value at December 31, 2021 – Private Placement Warrants $ 4,274,200 Change in fair value (1,811,160 ) Fair Value at March 31, 2022 – Private Placement Warrants 2,463,040 Change in fair value (1,717,707 ) Fair Value at June 30, 2022 – Private Placement Warrants 745,333 Change in fair value (57,333 ) Fair Value at September 30, 2022 – Private Placement Warrants $ 688,000 Fair value as of December 31, 2020 $ — Initial Measurement on March 12, 2021 17,421,333 Public Warrant reclassified to level 1 (1) (8,844,000 ) Change in fair value (4,303,133 ) Fair value as of December 31, 2021 $ 4,274,200 (1) Assumes the Public Warrants were reclassified on March 31, 2021. | The following table provides a reconciliation of changes in fair value liability of the beginning and ending balances for the Company’s Warrants classified as Level 3: Fair value as of December 31, 2020 $ — Initial measurement on March 12, 2021 17,421,333 Public Warrant reclassified to level 1 (1) (8,844,000 ) Change in fair value (4,303,133 ) Fair value as of December 31, 2021 $ 4,274,200 (1) Assumes the Public Warrants were reclassified on March 31, 2021. |
Summary of fair value of the derivative warrant liabilities | The following table presents the changes in the fair value of Warrant liabilities: Public Private Placement Warrant Fair value as of December 31, 2021 $ 4,750,680 $ 4,274,200 $ 9,024,880 Change in valuation inputs or other assumptions (2,044,680) (1,811,160 ) (3,855,840 ) Fair value as of March 31, 2022 2,706,000 2,463,040 5,169,040 Change in valuation inputs or other assumptions (1,848,000) (1,717,707 ) (3,565,707 ) Fair value as of June 30, 2022 858,000 745,333 1,603,333 Change in valuation inputs or other assumptions (66,000 ) (57,333 ) (123,333 ) Fair value as of September 30, 2022 $ 792,000 $ 688,000 $ 1,480,000 Public Private Placement Warrant Fair value as of November 24, 2020 $ — $ — $ — Initial measurement on March 12, 2021 9,108,000 8,313,333 17,421,333 Change in valuation inputs or other assumptions (264,001 ) (286,666 ) (550,667 ) Fair value as of March 31, 2021 8,844,000 8,026,667 16,870,667 Change in valuation inputs or other assumptions (1,782,000 ) (1,720,000 ) (3,502,000 ) Fair value as of June 30, 2021 7,062,000 6,306,667 13,368,667 Change in valuation inputs or other assumptions (1,716,000 ) (1,662,667 ) (3,378,667 ) Fair value as of September 30, 2021 $ 5,346,000 $ 4,644,000 $ 9,990,000 | The following table presents the changes in the fair value of Warrant liabilities: Public Private Warrant Fair value as of November 24, 2020 $ — $ — $ — Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 12, 2021 9,108,000 8,313,333 17,421,333 Change in valuation inputs or other assumptions (4,357,320 ) (4,039,133 ) (8,396,453 ) Fair value as of December 31, 2021 $ 4,750,680 $ 4,274,200 $ 9,024,880 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 15, 2021 | Mar. 12, 2021 | Feb. 04, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Proceeds from Initial Public Offering, net of underwriters' discount | $ 0 | $ 0 | $ 323,910,000 | $ 323,910,000 | ||||
Transaction costs | 17,212,069 | |||||||
Deferred underwriting fees | 10,657,500 | |||||||
Other offering costs | 464,569 | 464,569 | ||||||
Cash | 25,000 | $ 287,611 | $ 299,837 | $ 25,000 | ||||
Restricted Investments Term | 185 days | 185 days | ||||||
Percentage Of Net asset Held In The Trust Account | 80% | 80% | ||||||
Price per share | $ 10 | $ 10 | ||||||
Net tangible assets For Consummation of a Business Combination | $ 5,000,001 | $ 5,000,001 | ||||||
Public share Redeemable percentage | 100% | 100% | ||||||
Stock issued during the period value for services | $ 25,000 | |||||||
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination | 100% | 100% | ||||||
Business Combination Date | Mar. 12, 2023 | Mar. 12, 2023 | ||||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | |||||||
Assets Held In Trust Withdrawal | $ 0 | |||||||
Workin capital deficiency | $ 7,712,712 | 2,333,315 | ||||||
Percentage of excise tax on repurchases of stock | 1% | |||||||
Percentage of Excise Tax is eqyual toone percent of fair market value of the repurchased stock | 1% | |||||||
Aggregate shares received | $ 40,000,000 | |||||||
Founder shares (in Shares) | 1,250,000 | |||||||
Redemption Cash | $ 75,000,000 | |||||||
Additional founder shares (in Shares) | 1,250,000 | |||||||
Warrant agreement, description | In connection with the Domestication, (x) immediately prior to the Domestication, each then issued and outstanding Class B Ordinary Share will convert automatically, on a one-for-one basis, into a Class A Ordinary Share (y) immediately following the conversion described in clause (x), (i) each then issued and outstanding Class A Ordinary Share will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Plastiq Pubco (the “Plastiq Pubco Stock”), (ii) each then issued and outstanding warrant of the Company will convert automatically into a warrant to acquire one share of Plastiq Pubco Stock (each, a “Plastiq Pubco Warrant”), pursuant to the related warrant agreement; and (iii) each then issued and outstanding unit of the Company will convert automatically into a unit of Plastiq Pubco (each, a “Plastiq Pubco Unit”) consisting of one share of Plastiq Pubco Stock and one-fifth of one Plastiq Pubco Warrant, and in connection with the Closing, each Plastiq Pubco Unit will be separated into its component parts, consisting of one share of Plastiq Pubco Stock and one-fifth of one Plastiq Pubco Warrant. No fractional Plastiq Pubco Warrants will be issued upon the separation of the Plastiq Pubco Units. | |||||||
Net tangible assets | $ 5,000,001 | |||||||
2022 [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Prepayment advance from related party | 1,225,000 | |||||||
Debt instrument, face amount | $ 275,000 | |||||||
Warrant [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Price per warrant (in Dollars per share) | $ 1.5 | |||||||
Convertible Warrants | $ 1,500,000 | |||||||
Cash [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Assets held in trust | $ 299,837 | |||||||
Post Business Combination Target Company [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50% | |||||||
Colonnade Sponsor Llc [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | |||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50% | |||||||
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination | 100% | |||||||
Common Class B [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock issued during the period value for services | $ 25,000 | $ 25,000 | ||||||
Private Placement Warrants [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Price per warrant | $ 1.5 | |||||||
Sponsor [Member] | Common Class B [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock issued during the period value for services | $ 25,000 | |||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Warrants issued during the period | 5,733,333 | 5,733,333 | ||||||
Price per warrant | $ 1.5 | $ 1.5 | ||||||
Debt Conversion, Converted Instrument, Warrants | 1,500,000 | |||||||
Price per warrant (in Dollars per share) | $ 11.5 | $ 1.5 | ||||||
IPO [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Sale of units (in Shares) | 33,000,000 | |||||||
Price per unit | $ 10 | |||||||
Proceeds from Initial Public Offering, net of underwriters' discount | $ 330,000,000 | |||||||
Transaction costs | $ 17,212,069 | |||||||
Underwriting fees | 6,090,000 | 6,090,000 | ||||||
Deferred underwriting fees | 10,657,500 | |||||||
Other offering costs | 464,569 | |||||||
Cash | 475,053 | $ 475,053 | ||||||
Payments to Acquire Trust Preferred Investments | $ 330,000,000 | |||||||
Generating gross proceeds | $ 330,000,000 | |||||||
Total transaction cost | $ 475,053 | |||||||
IPO [Member] | Common Class A [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Sale of units (in Shares) | 33,000,000 | 33,000,000 | ||||||
Price per unit | $ 10 | $ 10 | ||||||
Payments to Acquire Trust Preferred Investments | $ 330,000,000 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements - Schedule of revised its the previously reported amounts (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Common Class A [Member] | Previously Reported [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Basic and diluted net income per share attributable to Ordinary Shares | $ 0.15 | |||||
Basic and diluted net income per share attributable to Ordinary Shares | 0.15 | |||||
Common Class A [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Basic and diluted net income per share attributable to Ordinary Shares | 0.04 | |||||
Basic and diluted net income per share attributable to Ordinary Shares | 0.04 | |||||
Common Class A [Member] | Adjustment [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Basic and diluted net income per share attributable to Ordinary Shares | 0.19 | |||||
Basic and diluted net income per share attributable to Ordinary Shares | 0.19 | |||||
Common Class B [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Basic and diluted net income per share attributable to Ordinary Shares | $ 0 | $ (0.01) | $ 0.08 | $ 0.1 | $ 0.19 | $ 0.11 |
Basic and diluted net income per share attributable to Ordinary Shares | $ 0 | $ 0.11 | ||||
Common Class B [Member] | Previously Reported [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Weighted average number of Class B Ordinary Shares | 8,057,695 | |||||
Basic and diluted net income per share attributable to Ordinary Shares | $ 0.15 | |||||
Basic and diluted net income per share attributable to Ordinary Shares | $ 0.15 | |||||
Common Class B [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Weighted average number of Class B Ordinary Shares | (3) | |||||
Basic and diluted net income per share attributable to Ordinary Shares | $ 0.04 | |||||
Basic and diluted net income per share attributable to Ordinary Shares | $ 0.04 | |||||
Common Class B [Member] | Adjustment [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Weighted average number of Class B Ordinary Shares | 8,057,692 | |||||
Basic and diluted net income per share attributable to Ordinary Shares | $ 0.19 | |||||
Basic and diluted net income per share attributable to Ordinary Shares | 0.19 | |||||
Class A Ordinary Shares Subject To Possible Redemption [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Net income (loss) | $ 0 | $ 2,860,120 | ||||
Basic and diluted net income per share attributable to Ordinary Shares | $ 0 | $ (0.01) | $ 0.08 | $ 0.1 | $ 0.19 | $ 0.11 |
Basic and diluted net income per share attributable to Ordinary Shares | $ 0 | $ 0.11 | ||||
Class A Ordinary Shares Subject To Possible Redemption [Member] | Previously Reported [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Net income (loss) | $ 5,038,453 | |||||
Weighted average number of Class A Ordinary Shares subject to possible redemption | 33,000,000 | |||||
Class A Ordinary Shares Subject To Possible Redemption [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Net income (loss) | $ (319,357) | |||||
Weighted average number of Class A Ordinary Shares subject to possible redemption | (8,461,538) | |||||
Class A Ordinary Shares Subject To Possible Redemption [Member] | Adjustment [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Net income (loss) | $ 4,719,096 | |||||
Weighted average number of Class A Ordinary Shares subject to possible redemption | 24,538,562 | |||||
Non Redeemable Class B Ordinary Shares [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Net income (loss) | $ (3,186) | $ (92,285) | $ 620,070 | $ 852,422 | $ 1,549,609 | $ 869,274 |
Basic and diluted net income per share attributable to Ordinary Shares | $ 0 | $ (0.01) | $ 0.08 | $ 0.1 | $ 0.19 | $ 0.11 |
Basic and diluted net income per share attributable to Ordinary Shares | $ 0 | $ (0.01) | $ 0.08 | $ 0.1 | $ 0.19 | $ 0.11 |
Non Redeemable Class B Ordinary Shares [Member] | Previously Reported [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Net income (loss) | $ 1,230,252 | |||||
Non Redeemable Class B Ordinary Shares [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Net income (loss) | 319,357 | |||||
Non Redeemable Class B Ordinary Shares [Member] | Adjustment [Member] | ||||||
Condensed Unaudited Statements of Operations and Notes to Condensed Unaudited Financial Statements | ||||||
Net income (loss) | $ 1,549,609 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash | $ 25,000 | $ 287,611 | $ 299,837 | |
Cash Equivalents | 0 | 0 | 0 | |
FDIC Insured Amount | 250,000 | 250,000 | ||
Offering costs | 17,212,069 | 17,212,069 | ||
Underwriter Fee | 6,090,000 | 6,090,000 | ||
Deferred underwriters' discount | 10,657,500 | 10,657,500 | ||
Other offering costs | 464,569 | 464,569 | ||
Offering expenses related to warrant issuance | $ 0 | $ 0 | $ 475,053 | $ 475,053 |
Warrants outstanding | 12,333,333 | 12,333,333 | ||
Unrecognized tax benefits | $ 0 | $ 0 | ||
Unrecognized tax benefits, accrued interest and penalties | 0 | 0 | ||
IPO [Member] | ||||
Cash | $ 475,053 | 475,053 | ||
Other offering costs | $ 464,569 | |||
Warrants or rights issued during the period | 6,600,000 | 6,600,000 | ||
Private Placement [Member] | ||||
Warrants or rights issued during the period | 5,733,333 | 5,733,333 | ||
Class A Common Stock [Member] | ||||
Temporary equity shares outstanding | 0 | 33,000,000 | 33,000,000 | |
US Treasury Securities [Member] | ||||
Assets held in trust | $ 332,011,036 | $ 330,082,791 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Summary of the carrying value excluding gross unrealized holding loss and fair value of held to maturity securities - US Treasury Securities [Member] - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of Held-to-Maturity Securities [Line Items] | ||
Carrying Value | $ 332,011,036 | $ 330,082,791 |
Gross Unrealized Gains (Losses) | (2,492) | 2,750 |
Fair Value | $ 332,008,544 | $ 330,085,541 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Summary of ordinary shares reflected on the condensed balance sheets - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary Of Ordinary Shares Reflected On The Condensed Balance Sheets [Abstract] | ||
Gross Proceeds | $ 330,000,000 | |
Less: | ||
Proceeds allocated to Public Warrants | (9,108,000) | |
Issuance costs related to Class A Ordinary Shares | (16,737,016) | |
Plus: | ||
Remeasurement of carrying value to redemption value | $ 2,011,036 | 25,845,016 |
Contingently redeemable Class A Ordinary Shares | $ 332,011,036 | $ 330,000,000 |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Summary of basic and diluted net income per share - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Redeemable Common Class A [Member] | ||||||
Numerator: | ||||||
Net income (loss) | $ (369,139) | $ 2,480,279 | $ 3,409,690 | $ 4,719,096 | ||
Denominator: | ||||||
Weighted average shares outstanding, Basic | 33,000,000 | 33,000,000 | 33,000,000 | 24,538,462 | ||
Weighted average shares outstanding, Diluted | 33,000,000 | 33,000,000 | 33,000,000 | 24,538,462 | ||
Basic net income (loss) per share | $ (0.01) | $ 0.08 | $ 0.1 | $ 0.19 | ||
Diluted net income (loss) per share | $ (0.01) | $ 0.08 | $ 0.1 | $ 0.19 | ||
Non Redeemable Class B Ordinary Shares [Member] | ||||||
Numerator: | ||||||
Net income (loss) | $ (3,186) | $ (92,285) | $ 620,070 | $ 852,422 | $ 1,549,609 | $ 869,274 |
Denominator: | ||||||
Weighted average shares outstanding, Basic | 7,500,000 | 8,250,000 | 8,250,000 | 8,250,000 | 8,057,692 | 8,106,164 |
Weighted average shares outstanding, Diluted | 7,500,000 | 8,250,000 | 8,250,000 | 8,250,000 | 8,057,692 | 8,106,164 |
Basic net income (loss) per share | $ 0 | $ (0.01) | $ 0.08 | $ 0.1 | $ 0.19 | $ 0.11 |
Diluted net income (loss) per share | $ 0 | $ (0.01) | $ 0.08 | $ 0.1 | $ 0.19 | $ 0.11 |
Class A Ordinary Shares Subject To Possible Redemption [Member] | ||||||
Numerator: | ||||||
Net income (loss) | $ 0 | $ 2,860,120 | ||||
Denominator: | ||||||
Weighted average shares outstanding, Basic | 0 | 33,000,000 | 33,000,000 | 33,000,000 | 24,538,462 | 26,671,233 |
Weighted average shares outstanding, Diluted | 0 | 26,671,233 | ||||
Basic net income (loss) per share | $ 0 | $ (0.01) | $ 0.08 | $ 0.1 | $ 0.19 | $ 0.11 |
Diluted net income (loss) per share | $ 0 | $ 0.11 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Mar. 12, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | Public Warrants [Member] | |||
Public Warrants price | $ 11.5 | ||
IPO [Member] | |||
Sale of units (in Shares) | 33,000,000 | ||
Price per unit | $ 10 | ||
IPO [Member] | Public Warrants [Member] | |||
Public Warrants price | $ 11.5 | ||
IPO [Member] | Class A Common Stock [Member] | |||
Sale of units (in Shares) | 33,000,000 | 33,000,000 | |
Price per unit | $ 10 | $ 10 | |
Sale of stock, description of transaction | Each Unit consists of one Class A Ordinary Share and one-fifth of one redeemable warrant (“Public Warrant”, and collectively with the Private Placement Warrants, the “Warrants”). | Each Unit consists of one Class A Ordinary Share and one-fifth of one redeemable Warrant | |
IPO [Member] | Class A Common Stock [Member] | Public Warrants [Member] | |||
Public Warrants price | $ 11.5 |
Private Placement Warrants - Ad
Private Placement Warrants - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Mar. 12, 2021 | Feb. 04, 2021 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Proceeds from issuance of warrants | $ 9,108,000 | ||
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants issued price per share | $ 1.5 | ||
Sponsor [Member] | Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants issued | 5,733,333 | 5,733,333 | |
Warrants issued price per share | $ 1.5 | $ 1.5 | |
Proceeds from issuance of warrants | $ 8,600,000 | ||
Class of warrant exercise price | $ 11.5 | $ 1.5 | |
Class of warrant exercise price per share | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 11, 2022 | Apr. 11, 2022 | Mar. 24, 2022 | Mar. 12, 2021 | Feb. 24, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 18, 2022 | Aug. 15, 2022 | Jul. 14, 2022 | Jun. 30, 2022 | Jun. 09, 2022 | Dec. 17, 2020 | |
Related Party Transaction [Line Items] | ||||||||||||||||||
Stock issued during the period value for services | $ 25,000 | |||||||||||||||||
Share price | $ 10 | $ 10 | $ 10 | |||||||||||||||
Due to related parties, current | 30,000 | $ 1,225,000 | $ 1,225,000 | $ 30,000 | ||||||||||||||
Proceeds From Related Party Debt | 30,000 | 1,475,000 | $ 115,824 | $ 115,824 | ||||||||||||||
Repayments of Related Party Debt | $ 0 | 250,000 | 145,824 | 145,824 | ||||||||||||||
Common Stock, Value, Outstanding | $ 1,225,000 | $ 1,225,000 | $ 400,000 | $ 200,000 | $ 100,000 | $ 500,000 | $ 25,000 | |||||||||||
Warrant [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Class of warrant exercise price | $ 1.5 | $ 1.5 | ||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 1,500,000 | |||||||||||||||||
Common Class B [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Stock issued during the period value for services | $ 25,000 | $ 25,000 | ||||||||||||||||
Stock issued during the period shares issued for shares | 25,000 | |||||||||||||||||
Common stock shares outstanding | 8,625,000 | 8,250,000 | 8,250,000 | 8,250,000 | 8,625,000 | |||||||||||||
Common Stock, Shares, Issued | 8,625,000 | 8,250,000 | 8,250,000 | 8,250,000 | 8,625,000 | |||||||||||||
Administrative Support Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from Transactions with Related Party | $ 90,000 | $ 90,000 | $ 270,000 | 201,290 | $ 291,290 | |||||||||||||
Working Capital Loans [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Proceeds From Related Party Debt | $ 250,000 | |||||||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Maximum Borrowing Capacity Of Related Party Promissory Note | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||
Debt Instrument, Maturity Date | Mar. 12, 2023 | |||||||||||||||||
Maximum Loans Convertible Into Warrants | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||
Class Of Warrant Or Right Price Of Warrants Or Rights | $ 1.5 | $ 1.5 | ||||||||||||||||
Sponsor [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Lock in period of shareholding | 1 year | 1 year | ||||||||||||||||
Share transfer restriction, threshold consecutive trading days | 20 days | 20 days | ||||||||||||||||
Share transfer restriction, threshold trading days | 30 days | 30 days | ||||||||||||||||
Number of days for a particular event to get over for determning trading period | 150 days | 150 days | ||||||||||||||||
Debt instrument outstanding | $ 250,000 | |||||||||||||||||
Stock issued during period, value, acquisitions | $ 1,500,000 | |||||||||||||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Stock issued during the period value for services | $ 25,000 | |||||||||||||||||
Stock issued during the period shares issued for shares | 1,437,500 | 7,187,500 | ||||||||||||||||
Common stock shares outstanding | 8,625,000 | 8,625,000 | ||||||||||||||||
Temporary equity shares outstanding | 1,125,000 | |||||||||||||||||
Sponsor forfeiture of shares | 375,000 | |||||||||||||||||
Number of shares no longer subject to forfeiture | 750,000 | |||||||||||||||||
Common Stock, Shares, Issued | 8,250,000 | |||||||||||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Unsecured promissory note, Face amount | $ 300,000 | |||||||||||||||||
Due to related parties, current | $ 30,000 | |||||||||||||||||
Proceeds From Related Party Debt | 145,824 | |||||||||||||||||
Repayments of Related Party Debt | $ 145,824 | |||||||||||||||||
Sponsor [Member] | Minimum [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Share price | $ 12 | $ 12 | $ 12 | |||||||||||||||
Affiliate of Sponsor [Member] | Administrative Support Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Payment of transaction | $ 30,000 | $ 30,000 | ||||||||||||||||
Administrative Support Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Due to related parties, current | $ 180,000 | $ 0 | $ 180,000 | $ 0 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||
Mar. 12, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Jul. 11, 2022 | Jul. 08, 2022 | Jul. 01, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Fixed underwriter discount | $ 6,090,000 | $ 6,090,000 | ||||
Deferred underwriter discount | $ 10,657,500 | |||||
Deferred underwriting discount non current | $ 10,657,500 | $ 10,657,500 | ||||
Deferred Compensation Liability, Classified, Noncurrent | $ 10,675,500 | $ 10,657,500 | ||||
Business combination consulting fees | $ 20,000 | |||||
Transaction fess payable | 250,000 | |||||
Performance bonus payable | $ 250,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 | 0 |
IPO [Member] | |||
Class of Stock [Line Items] | |||
Percentage of number of shares of common stock outstanding | 20% | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 0 | 0 | 0 |
Common stock shares outstanding | 0 | 0 | 0 |
Temporary equity shares issued | 33,000,000 | 33,000,000 | |
Temporary equity shares outstanding | 33,000,000 | 33,000,000 | 0 |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 8,250,000 | 8,250,000 | 8,625,000 |
Common stock shares outstanding | 8,250,000 | 8,250,000 | 8,625,000 |
Percentage of number of shares of common stock outstanding | 20% | ||
Common stock, Conversion basis | one-for-one basis |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants Details [Line Items] | ||
Share price | $ 10 | $ 10 |
Percentage of capital raised for business combination to total equity proceeds | 60% | |
Number of consecutive trading days for determining share price | 10 days | |
Trading days, description | Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed herein. 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 the initial 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 affiliate, without taking into account any Founder Shares held by the Sponsor or such affiliate, 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 the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A Ordinary Shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, the $18.00 per share redemption trigger prices described below under “Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. | |
Business combination, description | The Warrants will become exercisable 30 days after the completion of its initial business combination and will expire five years after the completion of the Company’s initial business combination, or earlier upon redemption or liquidation. | |
Public Warrants [Member] | ||
Warrants Details [Line Items] | ||
Warrants exercisable term from the date of completion of business combination | 30 days | |
Warrants and rights outstanding, term | 5 years | |
Minimum lock in period for SEC registration from date of business combination | 20 days | |
Minimum lock In period to become effective after the closing of the initial Business Combination | 60 days | |
Share Price Less Than or Equals To USD 9.2 [Member] | ||
Warrants Details [Line Items] | ||
Share price | $ 9.2 | |
Class of warrants, exercise price adjustment percentage | 115% | |
Share Price Less Than or Equals To USD 18 [Member] | ||
Warrants Details [Line Items] | ||
Share price | $ 18 | |
Number of consecutive trading days for determining share price | 20 days | |
Class of warrants, exercise price adjustment percentage | 180% | |
Class of warrants, redemption notice period | 30 days | |
Number of trading days for determining share price | 30 days | |
Share Price Less Than or Equals To USD 18 [Member] | Public Warrants [Member] | ||
Warrants Details [Line Items] | ||
Share price | $ 18 | |
Class of warrants, redemption price per unit | 0.01 | |
IPO [Member] | Public Warrants [Member] | ||
Warrants Details [Line Items] | ||
Class of warrant exercise price | 11.5 | |
Class A Ordinary Share [Member] | ||
Warrants Details [Line Items] | ||
Redemption of warrants price per share | 18 | |
Warrants price per share | $ 0.01 | |
Trading days description | • if, and only if, the reported sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the Warrant holders. | |
Class A Ordinary Share [Member] | Public Warrants [Member] | ||
Warrants Details [Line Items] | ||
Class of warrant exercise price | $ 11.5 | |
Redemption of warrants price per share | 10 | |
Warrants price per share | $ 0.1 | |
Trading days description | • if, and only if, the last reported sale price of the Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders. | |
Class A Ordinary Share [Member] | Share Price Less Than or Equals To USD 18 [Member] | ||
Warrants Details [Line Items] | ||
Share price | $ 10 | |
Number of consecutive trading days for determining share price | 20 days | |
Class of warrants, redemption price per unit | $ 0.1 | |
Class of warrants, redemption notice period | 30 days | |
Number of trading days for determining share price | 30 days | |
Class A Ordinary Share [Member] | Share Price More Than or Equals To USD 18 [Member] | ||
Warrants Details [Line Items] | ||
Share price | $ 18 | |
Class A Ordinary Share [Member] | IPO [Member] | Public Warrants [Member] | ||
Warrants Details [Line Items] | ||
Class of warrant exercise price | $ 11.5 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets, Fair Value Disclosure [Abstract] | ||
Assets Held-in-trust, Noncurrent | $ 332,011,036 | $ 330,082,791 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 1,480,000 | 9,024,880 |
US Treasury Securities [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets Held-in-trust, Noncurrent | 332,008,544 | 330,085,541 |
Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 792,000 | 4,750,680 |
Private Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 688,000 | 4,274,200 |
Fair Value, Recurring [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets Held-in-trust, Noncurrent | 330,082,791 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 9,024,880 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 4,750,680 | |
Fair Value, Recurring [Member] | Private Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 4,274,200 | |
Level 1 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 792,000 | 4,750,680 |
Level 1 [Member] | US Treasury Securities [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets Held-in-trust, Noncurrent | 332,008,544 | 330,085,541 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 792,000 | 4,750,680 |
Level 1 [Member] | Private Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | |
Level 1 [Member] | Fair Value, Recurring [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets Held-in-trust, Noncurrent | 330,082,791 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 4,750,680 | |
Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 4,750,680 | |
Level 1 [Member] | Fair Value, Recurring [Member] | Private Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | |
Level 2 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | 0 |
Level 2 [Member] | US Treasury Securities [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets Held-in-trust, Noncurrent | 0 | 0 |
Level 2 [Member] | Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | 0 |
Level 2 [Member] | Private Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | |
Level 2 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | |
Level 2 [Member] | Fair Value, Recurring [Member] | Private Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | |
Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 688,000 | 4,274,200 |
Level 3 [Member] | US Treasury Securities [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets Held-in-trust, Noncurrent | 0 | 0 |
Level 3 [Member] | Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | 0 |
Level 3 [Member] | Private Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | $ 688,000 | 4,274,200 |
Level 3 [Member] | Fair Value, Recurring [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 4,274,200 | |
Level 3 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | |
Level 3 [Member] | Fair Value, Recurring [Member] | Private Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | $ 4,274,200 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Mar. 12, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Share Price | $ 10 | $ 10 | |
Level 3 [Member] | Private Placement Warrants [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Share Price | 9.92 | 9.71 | |
Strike price | $ 11.5 | $ 11.5 | |
Term (in years) | 4 years 10 months 2 days | 4 years 3 months | |
Time to announcement of business combination (in years) | 0 years | 1 month 17 days | |
Volatility | 1% | 14% | |
Risk-free rate | 4.07% | 1.40% | |
Dividend yield | 0% | 0% | |
Redemption trigger price | |||
Level 3 [Member] | Measurement Input, Share Price [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Share Price | $ 9.7 | ||
Level 3 [Member] | Measurement Input, Share Price [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Share Price | 9.7 | 9.71 | |
Level 3 [Member] | Measurement Input, Exercise Price [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Strike price | 11.5 | ||
Level 3 [Member] | Measurement Input, Exercise Price [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Strike price | $ 11.5 | $ 11.5 | |
Level 3 [Member] | Measurement Input, Expected Term [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Term (in years) | 5 years | ||
Level 3 [Member] | Measurement Input, Expected Term [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Term (in years) | 5 years | 4 years 3 months | |
Level 3 [Member] | Measurement Input, Price Volatility [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Volatility | 24% | ||
Level 3 [Member] | Measurement Input, Price Volatility [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Volatility | 24% | 14% | |
Level 3 [Member] | Measurement Input, Risk Free Interest Rate [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Risk-free rate | 0.98% | ||
Level 3 [Member] | Measurement Input, Risk Free Interest Rate [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Risk-free rate | 0.98% | 1.40% | |
Level 3 [Member] | Measurement Input, Expected Dividend Rate [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Dividend yield | 0% | ||
Level 3 [Member] | Measurement Input, Expected Dividend Rate [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Dividend yield | 0% | 0% | |
Level 3 [Member] | Measurement Input Redemption Trigger Price [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Redemption trigger price | $ 18 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Reconciliation of Changes in Fair Value Liability of Warrants Classified to Level 3 (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair value | $ 4,274,200 | $ 0 | |||
Initial Measurement on March 12, 2021 | 17,421,333 | ||||
Public Warrant reclassified to level 1 | [1] | (8,844,000) | |||
Change in fair value | (4,303,133) | ||||
Fair value | 4,274,200 | ||||
Private Placement [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair value | $ 745,333 | $ 2,463,040 | 4,274,200 | ||
Change in fair value | (57,333) | (1,717,707) | (1,811,160) | ||
Fair value | $ 688,000 | $ 745,333 | 2,463,040 | 4,274,200 | |
Level 3 [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair value | $ 4,274,200 | 0 | |||
Initial Measurement on March 12, 2021 | 17,421,333 | ||||
Public Warrant reclassified to level 1 | [1] | (8,844,000) | |||
Change in fair value | (4,303,133) | ||||
Fair value | $ 4,274,200 | ||||
[1]Assumes the Public Warrants were reclassified on March 31, 2021. |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value of the Derivative Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | 13 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Initial measurement | $ 17,421,333 | |||||||
Level 3 [Member] | ||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Initial measurement | 17,421,333 | |||||||
Fair Value, Recurring [Member] | Level 3 [Member] | ||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Beginning balance | $ 9,024,880 | |||||||
Initial measurement | $ 17,421,333 | |||||||
Change in valuation inputs or other assumptions | (8,396,453) | |||||||
Ending balance | 9,024,880 | 9,024,880 | ||||||
Public Warrants [Member] | ||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Beginning balance | $ 858,000 | $ 2,706,000 | 4,750,680 | $ 7,062,000 | $ 8,844,000 | $ 0 | 0 | |
Initial measurement | 9,108,000 | |||||||
Change in valuation inputs or other assumptions | (66,000) | (1,848,000) | (2,044,680) | (1,716,000) | (1,782,000) | (264,001) | ||
Ending balance | 792,000 | 858,000 | 2,706,000 | 5,346,000 | 7,062,000 | 8,844,000 | 4,750,680 | 4,750,680 |
Public Warrants [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Beginning balance | 4,750,680 | |||||||
Initial measurement | 9,108,000 | |||||||
Change in valuation inputs or other assumptions | (4,357,320) | |||||||
Ending balance | 4,750,680 | 4,750,680 | ||||||
Private Placement Warrants [Member] | ||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Beginning balance | 745,333 | 2,463,040 | 4,274,200 | 6,306,667 | 8,026,667 | 0 | 0 | |
Initial measurement | 8,313,333 | |||||||
Change in valuation inputs or other assumptions | (57,333) | (1,717,707) | (1,811,160) | (1,662,667) | (1,720,000) | (286,666) | ||
Ending balance | 688,000 | 745,333 | 2,463,040 | 4,644,000 | 6,306,667 | 8,026,667 | 4,274,200 | 4,274,200 |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Beginning balance | 4,274,200 | |||||||
Initial measurement | 8,313,333 | |||||||
Change in valuation inputs or other assumptions | (4,039,133) | |||||||
Ending balance | 4,274,200 | 4,274,200 | ||||||
Warrant [Member] | ||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Beginning balance | 1,603,333 | 5,169,040 | 9,024,880 | 13,368,667 | 16,870,667 | 0 | 0 | |
Initial measurement | 17,421,333 | |||||||
Change in valuation inputs or other assumptions | (123,333) | (3,565,707) | (3,855,840) | (3,378,667) | (3,502,000) | (550,667) | ||
Ending balance | $ 1,480,000 | $ 1,603,333 | $ 5,169,040 | $ 9,990,000 | $ 13,368,667 | $ 16,870,667 | $ 9,024,880 | $ 9,024,880 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 12 Months Ended | |
Apr. 11, 2022 | Dec. 31, 2021 | |
Sponsor [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument outstanding | $ 250,000 | |
Subsequent Event [Member] | Promissory Note With Related Party [Member] | ||
Subsequent Event [Line Items] | ||
Maximum Borrowing Capacity Of Related Party Promissory Note | $ 1,500,000 | |
Debt Instrument, Maturity Date | Mar. 12, 2023 | |
Maximum Loans Convertible Into Warrants | $ 1,500,000 | |
Class Of Warrant Or Right Price Of Warrants Or Rights | $ 1.5 |