Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | SLAM CORP. | |
Entity Central Index Key | 0001838162 | |
Entity Filer Category | Non-accelerated Filer | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40094 | |
Entity Tax Identification Number | 98-1211848 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | No | |
Entity Address, Address Line One | 500 Fifth Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10110 | |
City Area Code | 646 | |
Local Phone Number | 762-8580 | |
Entity Shell Company | true | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant | |
Trading Symbol | SLAMU | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | SLAM | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 57,500,000 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | SLAMW | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,375,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 83,411 | $ 471,352 |
Prepaid expenses | 696,894 | 1,884,303 |
Total current assets | 780,305 | 2,355,655 |
Investments held in Trust Account | 578,495,489 | 575,031,742 |
Total Assets | 579,275,794 | 577,387,397 |
Current liabilities: | ||
Accounts payable | 37,057 | 20,615 |
Accrued expenses | 1,398,889 | 727,043 |
Total current liabilities | 1,435,946 | 747,658 |
Deferred underwriting commissions | 20,125,000 | 20,125,000 |
Working capital loan - related party | 820,000 | 400,000 |
Derivative warrant liabilities | 1,799,580 | 15,939,170 |
Total liabilities | 24,180,526 | 37,211,828 |
Commitments and Contingencies | ||
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (23,301,659) | (34,825,869) |
Total shareholders' equity (deficit) | (23,300,221) | (34,824,431) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 579,275,794 | 577,387,397 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 57,500,000 shares at redemption value of $10.059 and $10.000 per share as of September 30, 2022 and December 31, 2021, respectively | 578,395,489 | 575,000,000 |
Shareholders' Deficit: | ||
Common Stock Value | 0 | 0 |
Common Class B [Member] | ||
Shareholders' Deficit: | ||
Common Stock Value | $ 1,438 | $ 1,438 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 57,500,000 | 57,500,000 |
Temporary equity, redemption price per share | $ 10.059 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 57,500,000 | 57,500,000 |
Common stock shares outstanding | 57,500,000 | 57,500,000 |
Common Class A [Member] | Non Redeemable [Member] | ||
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 14,375,000 | 14,375,000 |
Common stock shares outstanding | 14,375,000 | 14,375,000 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
General and administrative expenses | $ 634,704 | $ 1,068,122 | $ 2,593,637 | $ 2,828,962 |
General and administrative expenses - related party | 30,000 | 30,000 | 90,000 | 70,000 |
Total operating expenses | (664,704) | (1,098,122) | (2,683,637) | (2,898,962) |
Other income (expenses): | ||||
Change in fair value of derivative warrant liabilities | 3,290,670 | 5,194,160 | 14,139,590 | 17,650,830 |
Offering costs - derivative warrant liabilities | 0 | 0 | 0 | (1,766,912) |
Income from investments held in Trust Account | 2,600,114 | 8,834 | 3,463,746 | 20,838 |
Net income | $ 5,226,080 | $ 4,104,872 | $ 14,919,699 | $ 13,005,794 |
Common Class A [Member] | ||||
Other income (expenses): | ||||
Weighted average shares outstanding of Class A ordinary shares, basic | 57,500,000 | 57,500,000 | 57,500,000 | 45,915,751 |
Weighted average shares outstanding of Class A ordinary shares, diluted | 57,500,000 | 57,500,000 | 57,500,000 | 45,915,751 |
Basic net income per share, Class A ordinary shares | $ 0.07 | $ 0.06 | $ 0.21 | $ 0.22 |
Diluted net income per share, Class A ordinary shares | $ 0.07 | $ 0.06 | $ 0.21 | $ 0.22 |
Weighted average shares outstanding of Class B ordinary shares, basic | 57,500,000 | 57,500,000 | 57,500,000 | 45,915,751 |
Basic net income per share, Class B ordinary shares | $ 0.07 | $ 0.06 | $ 0.21 | $ 0.22 |
Weighted average shares outstanding of Class B ordinary shares, diluted | 57,500,000 | 57,500,000 | 57,500,000 | 45,915,751 |
Diluted net income per share, Class B ordinary shares | $ 0.07 | $ 0.06 | $ 0.21 | $ 0.22 |
Common Class B [Member] | ||||
Other income (expenses): | ||||
Weighted average shares outstanding of Class A ordinary shares, basic | 14,375,000 | 14,375,000 | 14,375,000 | 13,997,253 |
Weighted average shares outstanding of Class A ordinary shares, diluted | 14,375,000 | 14,375,000 | 14,375,000 | 14,375,000 |
Basic net income per share, Class A ordinary shares | $ 0.07 | $ 0.06 | $ 0.21 | $ 0.22 |
Diluted net income per share, Class A ordinary shares | $ 0.07 | $ 0.06 | $ 0.21 | $ 0.22 |
Weighted average shares outstanding of Class B ordinary shares, basic | 14,375,000 | 14,375,000 | 14,375,000 | 13,997,253 |
Basic net income per share, Class B ordinary shares | $ 0.07 | $ 0.06 | $ 0.21 | $ 0.22 |
Weighted average shares outstanding of Class B ordinary shares, diluted | 14,375,000 | 14,375,000 | 14,375,000 | 14,375,000 |
Diluted net income per share, Class B ordinary shares | $ 0.07 | $ 0.06 | $ 0.21 | $ 0.22 |
Condensed Statements Of Changes
Condensed Statements Of Changes In Shareholders' Deficit - USD ($) | Total | Common Class A [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance Beginning at Dec. 31, 2020 | $ 11,833 | $ 0 | $ 1,438 | $ 23,562 | $ (13,167) | |
Balance Beginning (in shares) at Dec. 31, 2020 | 0 | 14,375,000 | ||||
Accretion of Class A ordinary shares subject to possible redemption amount | (61,232,858) | (23,562) | (61,209,296) | |||
Net income(loss) | (7,122,056) | (7,122,056) | ||||
Balance Ending at Mar. 31, 2021 | (68,343,081) | $ 0 | $ 1,438 | 0 | (68,344,519) | |
Balance Ending (in shares) at Mar. 31, 2021 | 0 | 14,375,000 | ||||
Balance Beginning at Dec. 31, 2020 | 11,833 | $ 0 | $ 1,438 | 23,562 | (13,167) | |
Balance Beginning (in shares) at Dec. 31, 2020 | 0 | 14,375,000 | ||||
Net income(loss) | 13,005,794 | |||||
Balance Ending at Sep. 30, 2021 | (48,215,231) | $ 0 | $ 1,438 | 0 | (48,216,669) | |
Balance Ending (in shares) at Sep. 30, 2021 | 0 | 14,375,000 | ||||
Balance Beginning at Mar. 31, 2021 | (68,343,081) | $ 0 | $ 1,438 | 0 | (68,344,519) | |
Balance Beginning (in shares) at Mar. 31, 2021 | 0 | 14,375,000 | ||||
Net income(loss) | 16,022,978 | 16,022,978 | ||||
Balance Ending at Jun. 30, 2021 | (52,320,103) | $ 0 | $ 1,438 | 0 | (52,321,541) | |
Balance Ending (in shares) at Jun. 30, 2021 | 0 | 14,375,000 | ||||
Net income(loss) | 4,104,872 | 4,104,872 | ||||
Balance Ending at Sep. 30, 2021 | (48,215,231) | $ 0 | $ 1,438 | 0 | (48,216,669) | |
Balance Ending (in shares) at Sep. 30, 2021 | 0 | 14,375,000 | ||||
Balance Beginning at Dec. 31, 2021 | (34,824,431) | $ 0 | $ 1,438 | 0 | (34,825,869) | |
Balance Beginning (in shares) at Dec. 31, 2021 | 0 | 14,375,000 | ||||
Net income(loss) | 4,266,373 | 4,266,373 | ||||
Balance Ending at Mar. 31, 2022 | (30,558,058) | $ 0 | $ 1,438 | 0 | (30,559,496) | |
Balance Ending (in shares) at Mar. 31, 2022 | 0 | 14,375,000 | ||||
Balance Beginning at Dec. 31, 2021 | (34,824,431) | $ 0 | $ 1,438 | 0 | (34,825,869) | |
Balance Beginning (in shares) at Dec. 31, 2021 | 0 | 14,375,000 | ||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ 795,374 | |||||
Balance Ending at Jun. 30, 2022 | (25,926,186) | $ 0 | $ 1,438 | 0 | (25,927,624) | |
Balance Ending (in shares) at Jun. 30, 2022 | 0 | 14,375,000 | ||||
Balance Beginning at Dec. 31, 2021 | (34,824,431) | $ 0 | $ 1,438 | 0 | (34,825,869) | |
Balance Beginning (in shares) at Dec. 31, 2021 | 0 | 14,375,000 | ||||
Accretion of Class A ordinary shares subject to possible redemption amount | (61,232,858) | |||||
Net income(loss) | 14,919,699 | |||||
Balance Ending at Sep. 30, 2022 | (23,300,221) | $ 0 | $ 1,438 | 0 | (23,301,659) | |
Balance Ending (in shares) at Sep. 30, 2022 | 0 | 14,375,000 | ||||
Balance Beginning at Mar. 31, 2022 | (30,558,058) | $ 0 | $ 1,438 | 0 | (30,559,496) | |
Balance Beginning (in shares) at Mar. 31, 2022 | 0 | 14,375,000 | ||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (795,374) | (795,374) | ||||
Net income(loss) | 5,427,246 | 5,427,246 | ||||
Balance Ending at Jun. 30, 2022 | (25,926,186) | $ 0 | $ 1,438 | 0 | (25,927,624) | |
Balance Ending (in shares) at Jun. 30, 2022 | 0 | 14,375,000 | ||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (2,600,115) | $ 2,600,115 | (2,600,115) | |||
Net income(loss) | 5,226,080 | 5,226,080 | ||||
Balance Ending at Sep. 30, 2022 | $ (23,300,221) | $ 0 | $ 1,438 | $ 0 | $ (23,301,659) | |
Balance Ending (in shares) at Sep. 30, 2022 | 0 | 14,375,000 |
Condensed Statements Of Cash Fl
Condensed Statements Of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 14,919,699 | $ 13,005,794 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (14,139,590) | (17,650,830) |
Offering costs - derivative warrant liabilities | 0 | 1,766,912 |
Income from investments held in Trust Account | (3,463,746) | (20,838) |
General and administrative expenses paid by related party under promissory note | 0 | 15,591 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 1,187,408 | (2,271,463) |
Accounts payable | 16,441 | 10,000 |
Accrued expenses | 671,847 | 848,992 |
Net cash used in operating activities | (807,941) | (4,295,842) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | 0 | (575,000,000) |
Net cash used in investing activities | 0 | (575,000,000) |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | 0 | (196,322) |
Proceeds received from initial public offering, gross | 0 | 575,000,000 |
Proceeds received from private placement | 0 | 17,000,000 |
Proceeds received from working capital loan—related party | 420,000 | 0 |
Offering costs paid | 0 | (12,149,040) |
Net cash provided by financing activities | 420,000 | 579,654,638 |
Net change in cash | (387,941) | 358,796 |
Cash - beginning of the period | 471,352 | 0 |
Cash - end of the period | 83,411 | 358,796 |
Supplemental disclosure of noncash financing activities: | ||
Offering costs included in accrued expenses | 0 | 11,978 |
Offering costs paid by related party under promissory note | 0 | 180,730 |
Deferred underwriting commissions | $ 0 | $ 20,125,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1-Description Slam Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 18, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the “Business Combination”). As of September 30, 2022, the Company had not yet commenced operations. All activity for the period from December 18, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and after the Initial Public Offering, the search for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Slam Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 22, 2021. On February 25, 2021, the Company consummated its Initial Public Offering of 57,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 7,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.5 million, of which approximately $20.1 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 11,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $17.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $575.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and will be invested in United States “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”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management team (“Management”) has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers, directors and special advisor agreed not to propose 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 the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provisions relating to shareholders’ rights, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 25, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements. Liquidity and Going Concern As of September 30, 2022, we had approximately $83,000 in our operating bank account and working capital deficit of approximately $656,000. The Company’s liquidity needs through September 30, 2022 were satisfied through a contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5), the loan of approximately $196,000 from the Sponsor under the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on February 25, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 2022 and December 31, 2021, there was $820,000 and $400,000 outstanding under the Working Capital Loan, respectively. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2-Basis Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed 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 financial statements. Actual results could differ from those estimates, and the reported amounts of income and 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 financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and Management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheets, except for the derivative warrant liabilities (see 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and FASB ASC Topic 815, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with FASB ASC Topic 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 non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 57,500,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 25,708,333 Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from the basic weighted average number of shares as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period in which the contingency was satisfied to determine the dilutive impact of these shares. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For The Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 4,180,864 $ 1,045,216 $ 3,283,898 $ 820,974 Allocation of net income, diluted 4,180,864 1,045,216 3,283,898 820,974 Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 57,500,000 14,375,000 Basic net income per ordinary share $ 0.07 $ 0.07 $ 0.06 $ 0.06 Diluted net income per ordinary share $ 0.07 $ 0.07 $ 0.06 $ 0.06 For The Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 11,935,759 $ 2,983,940 $ 9,967,299 $ 3,038,495 Allocation of net income, diluted 11,935,759 2,983,940 9,904,849 3,100,945 Denominator: Basic weighted average ordinary shares outstanding 57,500,000 14,375,000 45,915,751 13,997,253 Diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 45,915,751 14,375,000 Basic net income per ordinary share $ 0.21 $ 0.21 $ 0.22 $ 0.22 Diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.22 $ 0.22 Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, The Company’s Management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3-Initial On February 25, 2021, the Company consummated its Initial Public Offering of 57,500,000 Units, including 7,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.5 million, of which approximately $20.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-fourth |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4-Related Founder Shares On December 31, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 14,375,000 Class B ordinary shares (the “Founder Shares”). In January 2021, the Sponsor transferred an aggregate of 120,000 Founder Shares to the independent directors, 30,000 Founder Shares to an officer of the company and 30,000 Founder Shares to the Company’s special advisor. The Sponsor agreed to forfeit up to an aggregate of 1,875,000 Founder Shares to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 25, 2021, the underwriter fully exercised its over-allotment option; thus, these 1,875,000 Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 11,333,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $17.0 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor, subject to limited exceptions, has agreed not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 31, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest On April 6, 2022, May 31, 2022, and August 31, 2022, the Sponsor agreed to loan the Company $150,000, $120,000 and $150,000, respectively, for working capital purposes (“Convertible Notes”). Each Convertible Note is non-interest bearing, In addition, 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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2022 and December 31, 2021, the Company had borrowed $820,000 and $400,000 under the Working Capital Loans, respectively. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay the Sponsor or an affiliate of the Sponsor $10,000 per month for office space, utilities, secretarial and administrative and shared personnel support services provided to members of the Management, pursuant to an administrative support agreement. For the three months ended September 30, 2022 and 2021, the Company incurred expenses of $30,000 and $30,000 under this agreement, respectively. For the nine months ended September 30, 2022 and 2021, the Company incurred expenses of $90,000 and $70,000 under this agreement, respectively. As of September 30, 2022 and December 31, 2021, the Company had a $10,000 balance outstanding for services in connection with such agreement on the accompanying condensed balance sheets. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5-Commitments Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were 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 completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or $11.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $20.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Consulting Agreements Subsequent to the Initial Public Offering, the Sponsor entered into consulting agreements with three consultants to assist the Company in connection with the consummation of the initial business combination. As part of the agreements, the Sponsor will pay an aggregate amount of $682,000 per annum to the consultants. In March 2022, the Company terminated the agreement with two of the consultants, and in September 2022, the Company terminated the agreement with the remaining consultant. As of September 30, 2022 and 2021, the Company had recorded approximately $389,000 and $46,000 in expenses under these consulting agreements, respectively. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 6-Class The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 57,500,000 Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds $ 575,000,000 Less: Fair value of Public Warrants at issuance (30,475,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (30,757,858 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 61,232,858 Class A ordinary shares subject to possible redemption at December 31, 2021 575,000,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 795,374 Class A ordinary shares subject to possible redemption at June 30, 2022 575,795,374 Increase in redemption value of Class A ordinary shares subject to possible redemption 2,600,115 Class A ordinary shares subject to possible redemption at September 30, 2022 $ 578,395,489 |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 7-Shareholders’ Preference Shares Class A Ordinary Shares Class B Ordinary Shares The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the initial Business Combination on a one-for-one sub-divisions, as-converted one-for-one |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 8-Derivative As of September 30, 2022 and December 31, 2021, the Company had 14,375,000 Public Warrants and 11,333,333 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of 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 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” and, in the event the Company so elects, the Company 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 commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 Class A ordinary shares during the 10-trading The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (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 a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of 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. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, or its permitted transferees, the Private Placement Warrants will be exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9-Fair The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2022 Description Quoted Prices in Significant Significant Assets: Investments held in Trust Account-Money market funds $ 578,495,489 $ — $ — Liabilities: Derivative warrant liabilities-Public warrants $ 1,006,250 $ — $ — Derivative warrant liabilities-Private placement warrants $ — $ 793,330 $ — December 31, 2021 Description Quoted Prices in Significant Significant Assets: Investments held in Trust Account-Money market funds $ 575,031,742 $ — $ — Liabilities: Derivative warrant liabilities-Public warrants $ 8,912,500 $ — $ — Derivative warrant liabilities-Private placement warrants $ — $ 7,026,670 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in April 2021. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in April 2021, as all of the significant inputs to the valuation model used to estimate the fair value of the Private Placement Warrants became directly or indirectly observable from the listed Public Warrants. Level 1 assets include investments in mutual funds invested in US government securities and Level 1 liabilities include derivative warrant liabilities-Public Warrants. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For periods where no observable traded price is available, the fair value of the Public and Private Placement Warrants has been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants. The fair value of the Public Warrants as of September 30, 2022 and December 31, 2021 is based on observable listed prices for such warrants. The estimated fair value of the Public and Private Placement Warrants, prior to the Public Warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Black Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares Warrants based on implied volatility from the Company’s traded Warrants and from historical volatility of select peer company’s ordinary shares or ordinary shares, as applicable, that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon For the three and nine months ended September 30, 2022, the Company recognized a gain in the unaudited condensed statements of operations resulting from a decrease in fair value of the derivative warrant liabilities of approximately $3.3 million and $14.1 million, respectively, presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations. For the three and nine months ended September 30, 2021, the Company recognized a gain in the unaudited condensed statements of operations resulting from a decrease in fair value of the derivative warrant liabilities of approximately $5.2 million and $17.7 million, respectively, presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations. The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for the nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Private Warrants 59,715,000 Change in fair value of derivative warrant liabilities (7,499,580 ) Derivative warrant liabilities at March 31, 2021 52,215,420 Transfer of Public Warrants to Level 1 (27,168,750 ) Change in fair value of derivative warrant liabilities (5,553,340 ) Derivative warrant liabilities at June 30, 2021 19,493,330 Change in fair value of derivative warrant liabilities (2,606,660 ) Derivative warrant liabilities at September 30, 2021 $ 16,886,670 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10-Subsequent The Company has evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Actual results could differ from those estimates, and the reported amounts of income and 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 financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and Management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheets, except for the derivative warrant liabilities (see Note 9). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and FASB ASC Topic 815, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with FASB ASC Topic 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 non-current |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 57,500,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income per Ordinary Share | Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 25,708,333 Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from the basic weighted average number of shares as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period in which the contingency was satisfied to determine the dilutive impact of these shares. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For The Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 4,180,864 $ 1,045,216 $ 3,283,898 $ 820,974 Allocation of net income, diluted 4,180,864 1,045,216 3,283,898 820,974 Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 57,500,000 14,375,000 Basic net income per ordinary share $ 0.07 $ 0.07 $ 0.06 $ 0.06 Diluted net income per ordinary share $ 0.07 $ 0.07 $ 0.06 $ 0.06 For The Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 11,935,759 $ 2,983,940 $ 9,967,299 $ 3,038,495 Allocation of net income, diluted 11,935,759 2,983,940 9,904,849 3,100,945 Denominator: Basic weighted average ordinary shares outstanding 57,500,000 14,375,000 45,915,751 13,997,253 Diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 45,915,751 14,375,000 Basic net income per ordinary share $ 0.21 $ 0.21 $ 0.22 $ 0.22 Diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.22 $ 0.22 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, The Company’s Management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Table) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (loss) Per Share For Each Class of Ordinary Shares | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For The Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 4,180,864 $ 1,045,216 $ 3,283,898 $ 820,974 Allocation of net income, diluted 4,180,864 1,045,216 3,283,898 820,974 Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 57,500,000 14,375,000 Basic net income per ordinary share $ 0.07 $ 0.07 $ 0.06 $ 0.06 Diluted net income per ordinary share $ 0.07 $ 0.07 $ 0.06 $ 0.06 For The Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 11,935,759 $ 2,983,940 $ 9,967,299 $ 3,038,495 Allocation of net income, diluted 11,935,759 2,983,940 9,904,849 3,100,945 Denominator: Basic weighted average ordinary shares outstanding 57,500,000 14,375,000 45,915,751 13,997,253 Diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 45,915,751 14,375,000 Basic net income per ordinary share $ 0.21 $ 0.21 $ 0.22 $ 0.22 Diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.22 $ 0.22 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Table) | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Reconciliation of Class A Ordinary Shares Subject to Possible Redemption Reflected on The Balance Sheet | The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds $ 575,000,000 Less: Fair value of Public Warrants at issuance (30,475,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (30,757,858 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 61,232,858 Class A ordinary shares subject to possible redemption at December 31, 2021 575,000,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 795,374 Class A ordinary shares subject to possible redemption at June 30, 2022 575,795,374 Increase in redemption value of Class A ordinary shares subject to possible redemption 2,600,115 Class A ordinary shares subject to possible redemption at September 30, 2022 $ 578,395,489 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets And Liabilities That Are Measured At Fair Value On a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2022 Description Quoted Prices in Significant Significant Assets: Investments held in Trust Account-Money market funds $ 578,495,489 $ — $ — Liabilities: Derivative warrant liabilities-Public warrants $ 1,006,250 $ — $ — Derivative warrant liabilities-Private placement warrants $ — $ 793,330 $ — December 31, 2021 Description Quoted Prices in Significant Significant Assets: Investments held in Trust Account-Money market funds $ 575,031,742 $ — $ — Liabilities: Derivative warrant liabilities-Public warrants $ 8,912,500 $ — $ — Derivative warrant liabilities-Private placement warrants $ — $ 7,026,670 $ — |
Summary of Change In The Fair Value Of The Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for the nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Private Warrants 59,715,000 Change in fair value of derivative warrant liabilities (7,499,580 ) Derivative warrant liabilities at March 31, 2021 52,215,420 Transfer of Public Warrants to Level 1 (27,168,750 ) Change in fair value of derivative warrant liabilities (5,553,340 ) Derivative warrant liabilities at June 30, 2021 19,493,330 Change in fair value of derivative warrant liabilities (2,606,660 ) Derivative warrant liabilities at September 30, 2021 $ 16,886,670 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||
Feb. 25, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Proceeds from issuance of IPO | $ 0 | $ 575,000,000 | |||
Deferred underwriting commissions noncurrent | 20,125,000 | $ 20,125,000 | |||
Proceeds from issuance of private placement | 0 | 17,000,000 | |||
Payment to acquire restricted investments | $ 0 | $ 575,000,000 | |||
Restricted Investments Term | 185 days | ||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | ||||
Lock in period for redemption of public shares after closing of IPO | 24 months | ||||
Dissolution expense | $ 100,000 | ||||
Percentage of redeemable outstanding public shares held in the trust account | 100% | ||||
Minimum share price of the residual assets remaining available for distribution | $ 10 | ||||
Cash | $ 83,411 | 471,352 | |||
working capital (deficit) | $ 656,000 | ||||
Entity possible liquidation date on non completion of business combination | Feb. 25, 2023 | ||||
Working Capital Loan [Member] | |||||
Due to related parties current | $ 820,000 | $ 400,000 | |||
Sponsor [Member] | |||||
Minimum public share price due to reductions in the value of the trust assets less taxes payable | $ 10 | ||||
Proceeds from unsecured and non-interest bearing promissory note | $ 196,000 | ||||
Sponsor [Member] | Founder Shares [Member] | |||||
Stock issued during period shares | 30,000 | ||||
Proceeds from issuance of common stock | $ 25,000 | ||||
Minimum [Member] | |||||
Percentage of fair market value of target business to asset held in trust account | 80% | ||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | ||||
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | ||||
Minimum [Member] | Business Combination [Member] | |||||
Percentage of voting interests acquired | 50% | ||||
Maximum [Member] | |||||
Share price | $ 10 | ||||
Private Placement Warrants [Member] | |||||
Class of warrants and rights issued during the period | 11,333,333 | ||||
Class of warrants and rights issued, price per warrant | $ 1.5 | ||||
Proceeds from issuance of private placement | $ 17,000,000 | ||||
Exercise price of warrants or rights | $ 10 | ||||
IPO [Member] | |||||
Stock issued during period shares | 57,500,000 | ||||
Share price | $ 10 | ||||
Proceeds from issuance of IPO | $ 575,000,000 | ||||
Offering cost | 32,500,000 | ||||
Deferred underwriting commissions noncurrent | 20,100,000 | ||||
Payment to acquire restricted investments | $ 575,000,000 | ||||
Over-Allotment Option [Member] | |||||
Stock issued during period shares | 7,500,000 | ||||
Public Shares [Member] | |||||
Share price | $ 10 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Federal depository insurance coverage limit | $ 250,000 | |
Cash equivalents | $ 0 | $ 0 |
U.S. government securities, maturity period | 185 days | |
Unrecognized tax benefits | $ 0 | 0 |
Unrecognized tax benefits, interest and penalties accrued | 0 | $ 0 |
Income tax | 0 | |
Common Class A [Member] | ||
Temporary equity, number of shares | $ 57,500,000 | |
Common Class A [Member] | Private Placement Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 25,708,333 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (loss) Per Share For Each Class of Ordinary Shares (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Common Class A [Member] | ||||
Numerator: | ||||
Allocation of net loss, basic | $ 4,180,864 | $ 3,283,898 | $ 11,935,759 | $ 9,967,299 |
Allocation of net loss, diluted | $ 4,180,864 | $ 3,283,898 | $ 11,935,759 | $ 9,904,849 |
Denominator: | ||||
Basic weighted average ordinary shares outstanding | 57,500,000 | 57,500,000 | 57,500,000 | 45,915,751 |
Diluted weighted average ordinary shares outstanding | 57,500,000 | 57,500,000 | 57,500,000 | 45,915,751 |
Denominator: | ||||
Basic net income per ordinary share | $ 0.07 | $ 0.06 | $ 0.21 | $ 0.22 |
Diluted net loss per ordinary share | $ 0.07 | $ 0.06 | $ 0.21 | $ 0.22 |
Common Class B [Member] | ||||
Numerator: | ||||
Allocation of net loss, basic | $ 1,045,216 | $ 820,974 | $ 2,983,940 | $ 3,038,495 |
Allocation of net loss, diluted | $ 1,045,216 | $ 820,974 | $ 2,983,940 | $ 3,100,945 |
Denominator: | ||||
Basic weighted average ordinary shares outstanding | 14,375,000 | 14,375,000 | 14,375,000 | 13,997,253 |
Diluted weighted average ordinary shares outstanding | 14,375,000 | 14,375,000 | 14,375,000 | 14,375,000 |
Denominator: | ||||
Basic net income per ordinary share | $ 0.07 | $ 0.06 | $ 0.21 | $ 0.22 |
Diluted net loss per ordinary share | $ 0.07 | $ 0.06 | $ 0.21 | $ 0.22 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 9 Months Ended | |||
Feb. 25, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Proceeds from issuance of IPO | $ 0 | $ 575,000,000 | ||
Deferred underwriting commissions noncurrent | $ 20,125,000 | $ 20,125,000 | ||
Public Warrants [Member] | ||||
Exercise price of warrants or rights | $ 11.5 | |||
IPO [Member] | ||||
Stock issued during period shares | 57,500,000 | |||
Share price | $ 10 | |||
Proceeds from issuance of IPO | $ 575,000,000 | |||
Offering costs | 32,500,000 | |||
Deferred underwriting commissions noncurrent | $ 20,100,000 | |||
Over-Allotment Option [Member] | ||||
Stock issued during period shares | 7,500,000 | |||
Common Class A [Member] | ||||
Proceeds from issuance of IPO | $ 575,000,000 | |||
Common stock, conversion basis | Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). | one vote for each share | ||
Exercise price of warrants or rights | $ 18 | |||
Common Class A [Member] | Public Warrants [Member] | ||||
Shares issuable per warrant | 1 | |||
Exercise price of warrants or rights | $ 11.5 | |||
Common Class A [Member] | Over-Allotment Option [Member] | ||||
Stock issued during period shares | 7,500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Feb. 25, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Aug. 31, 2022 | May 31, 2022 | Apr. 06, 2022 | |
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | |||||||||
Proceeds from related party debt | $ 420,000 | $ 0 | ||||||||
Proceeds from issuance of private placement | 0 | 17,000,000 | ||||||||
Related party, Administrative expenses | $ 30,000 | $ 30,000 | 90,000 | 70,000 | ||||||
Administrative Services Agreement [Member] | ||||||||||
Related party, Administrative expenses | 30,000 | $ 30,000 | 90,000 | $ 70,000 | ||||||
Working Capital Loan [Member] | ||||||||||
Debt instrument convertible into warrants | $ 1,500,000 | $ 1,500,000 | ||||||||
Debt instrument conversion price | $ 1.5 | $ 1.5 | ||||||||
Due to related parties current | $ 820,000 | $ 820,000 | $ 400,000 | |||||||
Working capital loan | 820,000 | 820,000 | 400,000 | |||||||
Private Placement Warrants [Member] | ||||||||||
Exercise price of warrants or rights | $ 10 | |||||||||
Class of warrants and rights issued during the period | 11,333,333 | |||||||||
Class of warrants and rights issued, price per warrant | $ 1.5 | |||||||||
Proceeds from issuance of private placement | $ 17,000,000 | |||||||||
IPO [Member] | ||||||||||
Stock issued during period, shares, new issues | 57,500,000 | |||||||||
Sponsor [Member] | Convertible Debt [Member] | ||||||||||
Debt instrument, face amount | $ 150,000 | $ 120,000 | $ 150,000 | |||||||
Sponsor [Member] | Administrative Services Agreement [Member] | ||||||||||
Due to related parties current | $ 10,000 | 10,000 | $ 10,000 | |||||||
Sponsor [Member] | Office space administrative and support services [Member] | ||||||||||
Related party transaction, amounts of transaction | $ 10,000 | |||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||
Debt instrument, face amount | $ 300,000 | |||||||||
Proceeds from related party debt | $ 196,000 | |||||||||
Founder Shares [Member] | ||||||||||
Temporary equity shares outstanding | 1,875,000 | |||||||||
Founder Shares [Member] | IPO [Member] | ||||||||||
Common stock, threshold percentage on conversion of shares | 20% | |||||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||||
Stock issued during period, shares, new issues | 30,000 | |||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 1,875,000 | |||||||||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||||||
Stock issued during period, shares, new issues | 14,375,000 | |||||||||
Common Class A [Member] | ||||||||||
Temporary equity shares outstanding | 57,500,000 | 57,500,000 | 57,500,000 | |||||||
Exercise price of warrants or rights | $ 18 | $ 18 | ||||||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||||||
Shares issuable per warrant | 1 | 1 | ||||||||
Exercise price of warrants or rights | $ 11.5 | $ 11.5 | ||||||||
Common Class A [Member] | Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | ||||||||||
Share transfer, trigger price price per share. | $ 12 | |||||||||
Number of consecutive trading days for determining share price | 20 days | |||||||||
Number of trading days for determining share price | 30 days | |||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | |||||||||
Common Class A [Member] | Founder Shares [Member] | ||||||||||
Common stock, threshold percentage on conversion of shares | 20% | 20% | ||||||||
Independent directors [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||||
Stock issued during period, shares, new issues | 120,000 | |||||||||
Officer [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||||
Stock issued during period, shares, new issues | 30,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 9 Months Ended | |||
Feb. 25, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Line Items] | ||||
Underwriting discount paid per unit | $ 0.2 | |||
Underwriting expense paid | $ 11,500,000 | |||
Deferred underwriting commission per unit | $ 0.35 | |||
Deferred underwriting commissions noncurrent | $ 20,125,000 | $ 20,125,000 | ||
Sponsor [Member] | Consulting Agreements [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Consultant fee paid | 682,000 | |||
Consulting agreement expense | $ 389,000 | $ 46,000 | ||
Over-Allotment Option [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Stock issued during period shares | 7,500,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Overallotment option vesting period | 45 days | |||
Stock issued during period shares | 7,500,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Temporary Equity shares authorized | 100,000,000 | |
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity voting rights | one | |
Temporary equity shares outstanding | 57,500,000 | 57,500,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Summary of Reconciliation of Class A Ordinary Shares Subject to Possible Redemption Reflected on The Balance Sheet (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||||||
Gross proceeds | $ 0 | $ 575,000,000 | |||||
Accretion on Class A ordinary shares subject to possible redemption amount | $ 61,232,858 | ||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ (2,600,115) | $ (795,374) | |||||
Common Class A [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Gross proceeds | 575,000,000 | ||||||
Fair value of Public Warrants at issuance | (30,475,000) | ||||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (30,757,858) | ||||||
Accretion on Class A ordinary shares subject to possible redemption amount | 61,232,858 | ||||||
Class A ordinary shares subject to possible redemption | 578,395,489 | $ 575,795,374 | $ 575,795,374 | $ 578,395,489 | $ 575,000,000 | ||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ 2,600,115 | $ 795,374 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 9 Months Ended | ||
Feb. 25, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders Equity Note [Line Items] | |||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Common Class A [Member] | |||
Stockholders Equity Note [Line Items] | |||
Common stock shares authorized | 500,000,000 | 500,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 57,500,000 | 57,500,000 | |
Common stock shares outstanding | 57,500,000 | 57,500,000 | |
Common stock, conversion basis | Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). | one vote for each share | |
Common Class A [Member] | Founder Shares [Member] | |||
Stockholders Equity Note [Line Items] | |||
Common stock, threshold percentage on conversion of shares | 20% | ||
Common Class B [Member] | |||
Stockholders Equity Note [Line Items] | |||
Common stock shares authorized | 50,000,000 | 50,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 14,375,000 | 14,375,000 | |
Common stock shares outstanding | 14,375,000 | 14,375,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Feb. 25, 2021 | |
Share Price Equal or Less Ten point Zero Rupees per dollar [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Share price | $ 18 | ||
Number of consecutive trading days for determining share price | 20 days | ||
Number of trading days for determining share price | 30 days | ||
Common Class A [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Exercise price of warrants or rights | $ 18 | ||
Share redemption trigger price | $ 18 | ||
Class of warrants, redemption notice period | 10 days | ||
Common stock, convertible, conversion price | $ 0.361 | ||
Common Class A [Member] | Share Price Equal or Less Nine point Two Rupees per dollar [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Exercise price of warrants or rights | 9.2 | ||
Share redemption trigger price | $ 9.2 | ||
Minimum percentage gross proceeds required from issuance of equity | 60% | ||
Class of warrant or right minimum notice period for redemption | 10 days | ||
Class of warrant or right, exercise price adjustment percentage higher of market value | 115% | ||
Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180% | ||
Class of warrants, redemption notice period | 30 days | ||
Share price | $ 18 | ||
Number of consecutive trading days for determining share price | 20 days | ||
Number of trading days for determining share price | 30 days | ||
Common Class A [Member] | Share Price Equal or Less Ten point Zero Rupees per dollar [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Exercise price of warrants or rights | $ 10 | ||
Share redemption trigger price | $ 10 | ||
Class of warrants, redemption notice period | 30 days | ||
Share price | $ 10 | ||
Number of consecutive trading days for determining share price | 20 days | ||
Number of trading days for determining share price | 30 days | ||
Public Warrants [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrants and rights outstanding | $ 14,375,000 | ||
Warrants exercisable term from the date of completion of business combination | 30 days | ||
Warrants exercisable term from the closing of IPO | 12 days | ||
Minimum lock in period for SEC registration from date of business combination | 15 days | ||
Minimum lock In period to become effective after the closing of the initial business combination | 60 days | ||
Exercise price of warrants or rights | $ 11.5 | ||
Warrants and rights outstanding, term | 5 years | ||
Public Warrants [Member] | Common Class A [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Exercise price of warrants or rights | $ 11.5 | ||
Private Placement Warrants [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrants and rights outstanding | $ 11,333,333 | ||
Exercise price of warrants or rights | $ 10 | ||
Private Placement Warrants [Member] | Common Class A [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Exercise price of warrants or rights | 11.5 | ||
Redemption of Warrants [Member] | Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrants, redemption price per unit | 0.01 | ||
Redemption of Warrants [Member] | Common Class A [Member] | Share Price Equal or Less Ten point Zero Rupees per dollar [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrants, redemption price per unit | $ 0.1 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Change in fair value of derivative warrant liabilities | $ 3,290,670 | $ 5,194,160 | $ 14,139,590 | $ 17,650,830 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets And Liabilities That Are Measured At Fair Value On a Recurring Basis (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 14,375,000 | |
Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 11,333,333 | |
Quoted Prices in Active Markets (Level 1) [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 578,495,489 | 575,031,742 |
Liabilities: | ||
Derivative warrant liabilities | 1,006,250 | 8,912,500 |
Significant Other Observable Inputs (Level 2) [Member] | Derivative Financial Instruments, Liabilities [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 793,330 | 7,026,670 |
Significant Other Unobservable Inputs (Level 3) [Member] | Derivative Financial Instruments, Liabilities [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | Derivative Financial Instruments, Liabilities [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 0 | $ 0 |
Fair Value Measurements - Summ
Fair Value Measurements - Summary of Change In The Fair Value Of The Derivative Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Change in fair value of derivative warrant liabilities | $ (3,290,670) | $ (5,194,160) | $ (14,139,590) | $ (17,650,830) | ||
Level 3 [Member] | Private Warrants [Member] | ||||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Issuance of Private Warrants | $ 59,715,000 | |||||
Level 3 [Member] | Private Placement Warrants [Member] | ||||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Derivative warrant liabilities | 19,493,330 | $ 52,215,420 | 0 | 0 | ||
Change in fair value of derivative warrant liabilities | (2,606,660) | (5,553,340) | (7,499,580) | |||
Transfer of Public Warrants to Level 1 | (27,168,750) | |||||
Derivative warrant liabilities | $ 16,886,670 | $ 19,493,330 | $ 52,215,420 | $ 16,886,670 |