Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001838361 | |
Entity File Number | 001-40273 | |
Entity Registrant Name | SUPERNOVA PARTNERS ACQUISITION COMPANY III, LTD. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1574762 | |
Entity Address, Address Line One | 4301 50th Street NW | |
Entity Address, Address Line Two | Suite 300 PMB 1044 | |
Entity Address, City or Town | Washington | |
Entity Address, State or Province | DC | |
Entity Address, Postal Zip Code | 20016 | |
City Area Code | 202 | |
Local Phone Number | 918-7050 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant to purchaseone Class A ordinary share | |
Trading Symbol | STRE.U | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | STRE | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 28,103,449 | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | STRE WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,025,862 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 129,068 | $ 666,300 |
Prepaid expenses - current | 123,737 | 225,750 |
Total current assets | 252,805 | 892,050 |
Prepaid expenses - long-term | 47,412 | |
Investments held in Trust Account | 282,679,131 | 281,049,184 |
Total Assets | 282,931,936 | 281,988,646 |
Current liabilities: | ||
Accounts payable | 246,853 | 302,391 |
Accrued expenses | 1,024,134 | 968,262 |
Total current liabilities | 1,270,987 | 1,270,653 |
Deferred underwriting commissions | 9,836,207 | 9,836,207 |
Derivative warrant liabilities | 754,490 | 8,487,930 |
Total liabilities | 11,861,684 | 19,594,790 |
Commitments and Contingencies (Note 5) | ||
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued or outstanding | ||
Accumulated deficit | (11,509,582) | (18,641,337) |
Total shareholders' deficit | (11,508,879) | (18,640,634) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 282,931,936 | 281,988,646 |
Class A Common Stock | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 28,103,449 shares at $10.05 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively | 282,579,131 | 281,034,490 |
Class B Common Stock | ||
Shareholders' Deficit | ||
Ordinary shares | $ 703 | $ 703 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary equity, shares subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Class A Common Stock | ||
Temporary equity, shares subject to possible redemption price per share | $ 10.05 | $ 10 |
Temporary equity shares subject to possible redemption | 28,103,449 | 28,103,449 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 0 | 0 |
Common stock, outstanding | 0 | 0 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 50,000,000 | 50,000,000 |
Common stock, issued | 7,025,862 | 7,025,862 |
Common stock, outstanding | 7,025,862 | 7,025,862 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED 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 | $ 168,617 | $ 712,169 | $ 686,991 | $ 1,705,435 |
Loss from operations | (168,617) | (712,169) | (686,991) | (1,705,435) |
Other income (expense) | ||||
Change in fair value of derivative warrant liabilities | 754,480 | 1,828,100 | 7,733,440 | 116,030 |
Financing costs - derivative warrant liabilities | (321,903) | |||
Gain on investments held in Trust Account | 1,243,653 | 4,244 | 1,629,947 | 8,729 |
Net income (loss) | 1,829,516 | 1,120,175 | 8,676,396 | (1,902,579) |
Class A Common Stock | ||||
Other income (expense) | ||||
Net income (loss) | $ 1,463,613 | $ 896,140 | $ 6,941,117 | $ (1,417,716) |
Weighted average shares outstanding of common stock, basic | 28,103,449 | 28,103,449 | 28,103,449 | 19,479,601 |
Weighted average shares outstanding of common stock, diluted | 28,103,449 | 28,103,449 | 28,103,449 | 19,479,601 |
Basic net income (loss) per share | $ 0.05 | $ 0.03 | $ 0.25 | $ (0.07) |
Diluted net income (loss) per share | $ 0.05 | $ 0.03 | $ 0.25 | $ (0.07) |
Class B Common Stock | ||||
Other income (expense) | ||||
Net income (loss) | $ 365,903 | $ 224,035 | $ 1,735,279 | $ (484,863) |
Weighted average shares outstanding of common stock, basic | 7,025,862 | 7,025,862 | 7,025,862 | 6,662,088 |
Weighted average shares outstanding of common stock, diluted | 7,025,862 | 7,025,862 | 7,025,862 | 6,662,088 |
Basic net income (loss) per share | $ 0.05 | $ 0.03 | $ 0.25 | $ (0.07) |
Diluted net income (loss) per share | $ 0.05 | $ 0.03 | $ 0.25 | $ (0.07) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Class A Common Stock | Class B Common Stock | Common Stock Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 15,586 | $ 719 | $ 24,281 | $ (9,414) | ||
Beginning balance at Dec. 31, 2020 | 7,187,500 | |||||
Excess of cash received over fair value of private placement warrants | 3,360,000 | 3,360,000 | ||||
Accretion of Class A ordinary shares to redemption amount | (19,058,135) | (3,384,281) | (15,673,854) | |||
Net income (loss) | (593,464) | (593,464) | ||||
Ending balance at Mar. 31, 2021 | (16,276,013) | $ 719 | (16,276,732) | |||
Ending balance at Mar. 31, 2021 | 7,187,500 | |||||
Beginning balance at Dec. 31, 2020 | 15,586 | $ 719 | 24,281 | (9,414) | ||
Beginning balance at Dec. 31, 2020 | 7,187,500 | |||||
Net income (loss) | (1,902,579) | $ (1,417,716) | $ (484,863) | |||
Ending balance at Sep. 30, 2021 | (19,601,685) | $ 703 | (19,602,388) | |||
Ending balance at Sep. 30, 2021 | 7,025,862 | |||||
Beginning balance at Mar. 31, 2021 | (16,276,013) | $ 719 | (16,276,732) | |||
Beginning balance at Mar. 31, 2021 | 7,187,500 | |||||
Excess of cash received over fair value of private placement warrants | 288,620 | 288,620 | ||||
Forfeiture of Class B ordinary shares | $ (16) | 16 | ||||
Forfeiture of Class B ordinary shares, shares | (161,638) | |||||
Accretion of Class A ordinary shares to redemption amount | (2,305,177) | $ (288,636) | (2,016,541) | |||
Net income (loss) | (2,429,290) | (2,429,290) | ||||
Ending balance at Jun. 30, 2021 | (20,721,860) | $ 703 | (20,722,563) | |||
Ending balance at Jun. 30, 2021 | 7,025,862 | |||||
Net income (loss) | 1,120,175 | $ 896,140 | $ 224,035 | 1,120,175 | ||
Ending balance at Sep. 30, 2021 | (19,601,685) | $ 703 | (19,602,388) | |||
Ending balance at Sep. 30, 2021 | 7,025,862 | |||||
Beginning balance at Dec. 31, 2021 | (18,640,634) | $ 703 | (18,641,337) | |||
Beginning balance at Dec. 31, 2021 | 0 | 7,025,862 | 7,025,862 | |||
Net income (loss) | 3,849,942 | 3,849,942 | ||||
Ending balance at Mar. 31, 2022 | (14,790,692) | $ 703 | (14,791,395) | |||
Ending balance at Mar. 31, 2022 | 7,025,862 | |||||
Beginning balance at Dec. 31, 2021 | (18,640,634) | $ 703 | (18,641,337) | |||
Beginning balance at Dec. 31, 2021 | 0 | 7,025,862 | 7,025,862 | |||
Net income (loss) | 8,676,396 | $ 6,941,117 | $ 1,735,279 | |||
Remeasurment Of Redemption Value Ordinary Shares To Redemption Amount | $ (1,544,641) | |||||
Ending balance at Sep. 30, 2022 | (11,508,879) | $ 703 | (11,509,582) | |||
Ending balance at Sep. 30, 2022 | 0 | 7,025,862 | 7,025,862 | |||
Beginning balance at Mar. 31, 2022 | (14,790,692) | $ 703 | (14,791,395) | |||
Beginning balance at Mar. 31, 2022 | 7,025,862 | |||||
Net income (loss) | 2,996,938 | 2,996,938 | ||||
Remeasurment Of Redemption Value Ordinary Shares To Redemption Amount | (300,989) | (300,989) | ||||
Ending balance at Jun. 30, 2022 | (12,094,743) | $ 703 | (12,095,446) | |||
Ending balance at Jun. 30, 2022 | 7,025,862 | |||||
Net income (loss) | 1,829,516 | $ 1,463,613 | $ 365,903 | 1,829,516 | ||
Remeasurment Of Redemption Value Ordinary Shares To Redemption Amount | (1,243,652) | (1,243,652) | ||||
Ending balance at Sep. 30, 2022 | $ (11,508,879) | $ 703 | $ (11,509,582) | |||
Ending balance at Sep. 30, 2022 | 0 | 7,025,862 | 7,025,862 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 8,676,396 | $ (1,902,579) | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Change in fair value of derivative warrant liabilities | $ (754,480) | $ (1,828,100) | (7,733,440) | (116,030) |
Financing costs - derivative warrant liabilities | 321,903 | |||
Gain on investments held in Trust Account | (1,243,653) | (4,244) | (1,629,947) | (8,729) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 149,425 | (313,038) | ||
Accounts payable | 29,462 | 125,000 | ||
Accrued expenses | 55,872 | 1,077,474 | ||
Net cash used in operating activities | (452,232) | (815,999) | ||
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (281,034,490) | |||
Net cash used in investing activities | (281,034,490) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from note payable to related party | 300,000 | |||
Repayment of note payable to related party | (300,000) | |||
Proceeds received from initial public offering, gross | 281,034,490 | |||
Proceeds received from private placement | 7,620,690 | |||
Offering costs paid | (85,000) | (6,095,908) | ||
Net cash (used in) provided by financing activities | (85,000) | 282,559,272 | ||
Net change in cash | (537,232) | 708,783 | ||
Cash - beginning of the period | 666,300 | |||
Cash - end of the period | $ 129,068 | $ 708,783 | 129,068 | 708,783 |
Supplemental disclosure of noncash financing activities: | ||||
Offering costs included in accrued expenses | 85,000 | |||
Deferred underwriting commissions | $ 9,836,207 | |||
Class A Common Stock | ||||
Supplemental disclosure of noncash financing activities: | ||||
Remeasurement of Class A ordinary shares | $ 1,544,641 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations and Liquidity | Note 1 - Description of Organization, Business Operations and Liquidity Supernova Partners Acquisition Company III, Ltd. (the “Company”) was incorporated as a Cayman Islands exempted company on December 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all the risks associated with emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from December 24, 2020 (inception) through September 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search or an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on from the proceeds from the Initial Public Offering held in the trust account. The Company’s sponsor is Supernova Partners III LLC, a Cayman Islands exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 22, 2021. On March 25, 2021, the Company consummated its Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, of which approximately $8.8 million was for deferred underwriting commissions (see Note 5). The Company granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any. The Underwriters exercised the over-allotment option in part and on April 1, 2021 purchased an additional 3,103,449 Units, generating gross proceeds of approximately $31.0 million (the “Over-Allotment”), and incurring additional offering costs of approximately $1.7 million in offering costs, of which approximately $1.1 million was for deferred underwriting fees. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 3,500,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $2.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $7.0 million (see Note 4). Simultaneously with the closing of the Over-Allotment on April 1, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 310,345 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $621,000. In addition, the Sponsor agreed to forfeit up to 937,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”) to the extent that the over-allotment option was not exercised in full by the Underwriters. The Underwriters partially exercised their over-allotment option on April 1, 2021, and subsequently on May 9, 2021, the Sponsor forfeited 161,638 Class B ordinary shares. Upon the closing of the Initial Public Offering, the Over-Allotment, and the Private Placement, $281.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with American Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the Underwriters (as discussed in Note 5). These Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“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 law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (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 (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal 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. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company has adopted an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. 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. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period. The Sponsor agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The Underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be approximately $10.00 per share, or less in certain circumstances. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the Underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, except the 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. Going Concern As of September 30, 2022, the Company had approximately $129,000 in its operating bank account and a working capital deficit of approximately $1.0 million. The Company has incurred and expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations, the Company has until March 25, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 - Basis of Presentation and Summary of Significant Accounting Policies 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 financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 25, 2022. In the Annual Report on Form 10-K the Company had a typographical error in the Accumulated deficit balance reported on the Company’s balance sheet as of December 31, 2021, whereby the reported accumulated deficit of $(18) should have been reported as ($18,641,337). The accumulated deficit amount was reported correctly in the statements of changes in shareholders’ equity (deficit) for the year ended December 31, 2021 within the Annual Report on Form 10-K. The Company has corrected this typographical error in the accompanying unaudited condensed balance sheets. 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 and the reported amounts of revenues and expenses during the reporting period Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and investments held in the Trust Account. As of September 30, 2022 and December 31, 2021, the Company had 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 is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed balance sheets. Fair Value Measurements The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. Subsequent to the separate listing and trading of the Public Warrants the fair value of the Public Warrants has been measured based on the observable listed prices for such warrants and the fair value of the Private Warrants are measured by reference to the listed trading price of the Public Warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, the Company had 28,103,449 Class A ordinary shares subject to possible redemption presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognizes changes in the redemption value as a remeasurement adjustment, reflected on the accompanying unaudited condensed statements of changes in shareholders’ deficit. Share-based Compensation The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date of issuance of this Form 10-Q, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 9,431,035 shares of Class A ordinary shares in the calculation of diluted income (loss) 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 following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - basic and diluted $ 1,463,613 $ 365,903 $ 896,140 $ 224,035 $ 6,941,117 $ 1,735,279 $ (1,417,716 ) $ (484,863 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,103,449 7,025,862 28,103,449 7,025,862 28,103,449 7,025,862 19,479,601 6,662,088 Basic and diluted net income (loss) per ordinary share $ 0.05 $ 0.05 $ 0.03 $ 0.03 $ 0.25 $ 0.25 $ (0.07 ) $ (0.07 ) Recent Accounting Pronouncements 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 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On March 25, 2021, the Company consummated its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, of which approximately $8.8 million was for deferred underwriting commissions. The Company granted the Underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any. The Underwriters partially exercised the over-allotment option and on April 1, 2021, purchased an additional 3,103,449 Units, generating gross proceeds of approximately $31.0 million, and incurring additional offering costs of approximately $1.7 million in offering costs, of which approximately $1.1 million was for deferred underwriting fees. Each Unit consists of one Class A ordinary share, and one-fifth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares On December 31, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of the Founder Shares. On January 14, 2021, the Company effected a share dividend of 1,437,500 Class B ordinary shares, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. On March 1, 2021, our Sponsor transferred 28,750 Founder Shares to each of our five independent director nominees. The fair value of the 143,750 Founder Shares granted to the five independent director nominees was $710,000. O ffering. On April 1, 2021, the U nderwriters partially exercised the over-allotment option to purchase an additional 3,103,449 Units. Subsequently, on May 9, 2021, the Sponsor forfeited 161,638 Class B ordinary shares. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 3,500,000 Private Placement Warrants, at a price of $2.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $7.0 million. Simultaneously with the closing of the Over-Allotment on April 1, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 310,345 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $621,000. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 31, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $300,000 under the Note and repaid the Note in full on March 25, 2021. 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 will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s 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 $2.00 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 no borrowings under the Working Capital Loans. Administrative Services Agreement In May 2022, the Company entered into an agreement effective on January 1, 2022 through the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a sum of up to $7,500 per month, for office space, utilities, employee benefits and secretarial and administrative services. In the three and nine months ended September 30, 2022, the Company recorded and paid approximately $13,000 and $49,000 in fees for these services. Fees and services are reflected as general and administrative expenses within the condensed statements of operations |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provided that the Company would not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.8 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. The Underwriters partially exercised the over-allotment option and on April 1, 2021 purchased an additional 3,103,449 Units, generating gross proceeds of approximately $31.0 million, and incurred additional offering costs of approximately $1.7 million in offering costs, of which approximately $1.1 million will be payable to the Underwriters for additional deferred underwriting fees. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | Note 6 - Warrants As of September 30, 2022 and December 31, 2021, the Company had 5,620,690 and 3,810,345 Public Placement Warrants and Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination or provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The 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 day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “ Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 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 exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; and • at a price of $0.01 per warrant; and • upon a minimum of 30-days prior written notice of redemption; 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 day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; and • upon a minimum of 30 days prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of Class A ordinary shares; and • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public 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. 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 in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. 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. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7 - Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 28,103,449 shares of 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 $ 281,034,490 Less: Amount allocated to Public Warrants (5,633,100 ) Class A ordinary shares issuance costs (15,730,212 ) Plus: Accretion of carrying value to redemption value 21,363,312 Class A ordinary shares subject to possible redemption, December 31, 2021 281,034,490 Plus: Remeasurement of redemption value of Class A ordinary shares subject to redemption 1,544,641 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 282,579,131 |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Deficit | Note 8 - Preference Shares - The Company is authorized to issue 5,000,000 preference shares, with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding Class A Ordinary Shares - The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 28,103,449 and Class A ordinary shares issued and outstanding, all subject to possible redemption and classified as temporary equity (see Note 7) Class B Ordinary Shares - The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On December 31, 2020, the Company issued 5,750,000 Class B ordinary shares. On January 14, 2021, the Company effected a share dividend of 1,437,500 Class B ordinary shares resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. Of the 7,187,500 Class B ordinary shares outstanding, up to 937,500 shares were subject to forfeiture to the Company by the initial shareholders on a pro rata basis for no consideration to the extent that the Underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The Underwriters partially exercised their over-allotment option on April 1, 2021, and subsequently on May 9, 2021, the Sponsor forfeited 161,638 Class B ordinary shares. As of September 30, 2022 and December 31, 2021, there were 7,025,862 Class B ordinary shares outstanding, none subject to forfeiture. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 - Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, by level within the fair value hierarchy: September 30, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - money market fund $ 282,679,131 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ 449,660 $ - $ - Derivative warrant liabilities - Private Placement Warrants $ - $ 304,830 $ - December 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - money market fund $ 281,049,184 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ 5,058,620 $ - $ - Derivative warrant liabilities - Private Placement Warrants $ - $ - $ 3,429,310 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Private Placement Warrants were transferred from a Level 3 measurement to a Level 2 fair value measurement as of September 2022. During the nine months ended September 30, 2021 the estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, as the Public Warrants were separately listed and traded in May 2021. There were no other transfers to/from Levels 1, 2, and 3 during the nine months ended September 30, 2022 and 2021. Level 1 assets include investments in money market funds invested in government securities. 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. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. Subsequent to the separate listing and trading of the Public Warrants the fair value of the Public Warrants has been measured based on the observable listed prices for such warrants and the fair value of the Private Warrants are measured using a Black-Scholes Option Pricing Model through June 30, 2022. Effective for the three months ended September 30, 2022, the Company determined the listed trading price of the Public Warrants approximates the fair value of the Private Warrants, and therefore is using the observable listed trading price of the Public Warrants to measure the fair value of the Private Warrants as of September 30, 2022, a Level 2 measurement. For the three months ended September 30, 2022 and 2021, the Company recognized a non-cash gain approximately $754,000 and $1.8 million, respectively, non-cash gain resulting from a decrease in the fair value of liabilities of approximately $ 7.7 million and $ 116,000 , respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. The estimated fair value of the Private Placement Warrants was the Black-Scholes Option Pricing Model ordinary share implied volatility from the Company’s traded warrants and from ordinary shares The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates: As of December 31, 2021 Volatility 12.79 % Stock price $ 9.75 Expected life of the options to convert 6.16 Risk-free rate 1.373 % Dividend yield 0.000 % The changes in the fair value of Level 3 derivative warrant liabilities for the three and nine months ended September 30, 2022 and 2021 are summarized as follows: 2022 2021 Derivative warrant liabilities at January 1 $ 3,429,310 $ - Issuance of Public Warrants - Level 3 - 5,000,000 Issuance of Private Warrants - Level 3 - 3,640,000 Change in fair value of derivative liabilities - Level 3 (1,676,550 ) 205,000 Derivative warrant liabilities at March 31 $ 1,752,760 $ 8,845,000 Issuance of Public Warrants due to over-allotment - Level 3 - 633,100 Issuance of Private Warrants due to over-allotment - Level 3 - 332,070 Transfer of Public Warrants to Level 1 measurement - (5,733,100 ) Change in fair value of derivative liabilities - Level 3 (1,143,100 ) 495,340 Derivative warrant liabilities at June 30 $ 609,660 $ 4,572,410 Transfer of Private Warrants to Level 2 measurement (609,660 ) - Change in fair value of derivative liabilities – Level 3 - (647,750 ) Derivative warrant liabilities at September 30 $ - $ 3,924,660 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date through 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 financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 25, 2022. In the Annual Report on Form 10-K the Company had a typographical error in the Accumulated deficit balance reported on the Company’s balance sheet as of December 31, 2021, whereby the reported accumulated deficit of $(18) should have been reported as ($18,641,337). The accumulated deficit amount was reported correctly in the statements of changes in shareholders’ equity (deficit) for the year ended December 31, 2021 within the Annual Report on Form 10-K. The Company has corrected this typographical error in the accompanying unaudited condensed balance sheets. |
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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
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 and the reported amounts of revenues and expenses during the reporting period |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and investments held in the Trust Account. As of September 30, 2022 and December 31, 2021, the Company had 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 the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed balance sheets. |
Fair Value Measurements | Fair Value Measurements The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. Subsequent to the separate listing and trading of the Public Warrants the fair value of the Public Warrants has been measured based on the observable listed prices for such warrants and the fair value of the Private Warrants are measured by reference to the listed trading price of the Public Warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, the Company had 28,103,449 Class A ordinary shares subject to possible redemption presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognizes changes in the redemption value as a remeasurement adjustment, reflected on the accompanying unaudited condensed statements of changes in shareholders’ deficit. |
Share-based Compensation | Share-based Compensation The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date of issuance of this Form 10-Q, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 9,431,035 shares of Class A ordinary shares in the calculation of diluted income (loss) 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 following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - basic and diluted $ 1,463,613 $ 365,903 $ 896,140 $ 224,035 $ 6,941,117 $ 1,735,279 $ (1,417,716 ) $ (484,863 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,103,449 7,025,862 28,103,449 7,025,862 28,103,449 7,025,862 19,479,601 6,662,088 Basic and diluted net income (loss) per ordinary share $ 0.05 $ 0.05 $ 0.03 $ 0.03 $ 0.25 $ 0.25 $ (0.07 ) $ (0.07 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net 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 loss per share for each class of ordinary shares: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - basic and diluted $ 1,463,613 $ 365,903 $ 896,140 $ 224,035 $ 6,941,117 $ 1,735,279 $ (1,417,716 ) $ (484,863 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,103,449 7,025,862 28,103,449 7,025,862 28,103,449 7,025,862 19,479,601 6,662,088 Basic and diluted net income (loss) per ordinary share $ 0.05 $ 0.05 $ 0.03 $ 0.03 $ 0.25 $ 0.25 $ (0.07 ) $ (0.07 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Schedule of Reconciliation of Unaudited Condensed 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 $ 281,034,490 Less: Amount allocated to Public Warrants (5,633,100 ) Class A ordinary shares issuance costs (15,730,212 ) Plus: Accretion of carrying value to redemption value 21,363,312 Class A ordinary shares subject to possible redemption, December 31, 2021 281,034,490 Plus: Remeasurement of redemption value of Class A ordinary shares subject to redemption 1,544,641 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 282,579,131 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Information About Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, by level within the fair value hierarchy: September 30, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - money market fund $ 282,679,131 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ 449,660 $ - $ - Derivative warrant liabilities - Private Placement Warrants $ - $ 304,830 $ - December 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - money market fund $ 281,049,184 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ 5,058,620 $ - $ - Derivative warrant liabilities - Private Placement Warrants $ - $ - $ 3,429,310 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates: As of December 31, 2021 Volatility 12.79 % Stock price $ 9.75 Expected life of the options to convert 6.16 Risk-free rate 1.373 % Dividend yield 0.000 % |
Summary of Change in Fair Value of Derivative Warrant Liabilities | The changes in the fair value of Level 3 derivative warrant liabilities for the three and nine months ended September 30, 2022 and 2021 are summarized as follows: 2022 2021 Derivative warrant liabilities at January 1 $ 3,429,310 $ - Issuance of Public Warrants - Level 3 - 5,000,000 Issuance of Private Warrants - Level 3 - 3,640,000 Change in fair value of derivative liabilities - Level 3 (1,676,550 ) 205,000 Derivative warrant liabilities at March 31 $ 1,752,760 $ 8,845,000 Issuance of Public Warrants due to over-allotment - Level 3 - 633,100 Issuance of Private Warrants due to over-allotment - Level 3 - 332,070 Transfer of Public Warrants to Level 1 measurement - (5,733,100 ) Change in fair value of derivative liabilities - Level 3 (1,143,100 ) 495,340 Derivative warrant liabilities at June 30 $ 609,660 $ 4,572,410 Transfer of Private Warrants to Level 2 measurement (609,660 ) - Change in fair value of derivative liabilities – Level 3 - (647,750 ) Derivative warrant liabilities at September 30 $ - $ 3,924,660 |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity - Additional Information (Details) - USD ($) | 9 Months Ended | |||||||
May 09, 2021 | Apr. 01, 2021 | Mar. 25, 2021 | Mar. 01, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Offering costs | $ 85,000 | $ 6,095,908 | ||||||
Exercise price of warrants | $ 11.50 | |||||||
Investments held in Trust Account | $ 282,679,131 | $ 281,049,184 | ||||||
Percentage of fair market value of acquisition required, of net assets held in Trust Account | 80% | |||||||
Minimum percentage of ownership required, post-transaction | 50% | |||||||
Percentage of restricted redeeming shares | 15% | |||||||
Redemption percentage of shares in case of not completing business combination within combination period | 100% | |||||||
Business combination completion period from closing date of initial public offering | 24 months | |||||||
Interest to pay dissolution expenses | $ 100,000 | |||||||
Maximum per share value of residual assets available for distribution | $ 10 | |||||||
Cash | $ 129,000 | |||||||
Working Capital | $ 1,000,000 | |||||||
Class A Common Stock | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Temporary equity, shares subject to possible redemption price per share | 10.05 | 10 | ||||||
Class B Common Stock | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Number of shares issued | 5,750,000 | |||||||
Common stock, par value | 0.0001 | $ 0.0001 | ||||||
Class B Common Stock | Sponsor | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Shares forfeited | 161,638 | |||||||
Class B Common Stock | Sponsor | Founder | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | |||||||
Public Shares | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Temporary equity, shares subject to possible redemption price per share | $ 10 | |||||||
Maximum net tangible assets for business combination | $ 5,000,001 | |||||||
IPO | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Number of shares issued | 25,000,000 | |||||||
Stock issue price | $ 10 | |||||||
Gross proceeds | $ 250,000,000 | |||||||
Offering costs | 14,300,000 | |||||||
Payment of deferred underwriting commissions | $ 8,800,000 | |||||||
IPO | Class A Common Stock | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Number of shares issued | 25,000,000 | |||||||
Over-Allotment Option | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Number of shares issued | 3,103,449 | |||||||
Gross proceeds | $ 31,000,000 | |||||||
Offering costs | 1,700,000 | |||||||
Payment of deferred underwriting commissions | $ 1,100,000 | |||||||
Option to purchase additional units | 3,750,000 | |||||||
Over-Allotment Option | Class B Common Stock | Sponsor | Founder | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Shares forfeited | 161,638 | |||||||
Over-Allotment Option | Class B Common Stock | Sponsor | Maximum | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Shares forfeited | 937,500 | |||||||
Over-Allotment Option | Class B Common Stock | Sponsor | Maximum | Founder | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Shares forfeited | 937,500 | |||||||
Private Placement Warrants | Sponsor | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Number of warrants | 310,345 | 3,500,000 | ||||||
Exercise price of warrants | $ 2 | |||||||
Proceeds from issuance of warrants | $ 621,000 | $ 7,000,000 | ||||||
Private Placement Warrants | Class A Common Stock | Sponsor | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Exercise price of warrants | $ 11.50 | |||||||
Initial Public Offering, Over-Allotment and Private Placement | ||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||
Stock issue price | $ 10 | |||||||
Investments held in Trust Account | $ 281,000,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Accumulated deficit | $ (11,509,582) | $ (18,641,337) |
Federal depository insurance corporation coverage limit | 250,000 | |
Cash equivalents | $ 0 | 0 |
Original maturity investment term | 185 days or less | |
Stock-based compensation expense | $ 0 | |
Unrecognized tax benefits | 0 | 0 |
Accrued interest and penalties | 0 | 0 |
Tax provision | $ 0 | $ 0 |
Initial Public Offering and Private Placement | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Number of shares purchased in calculation of diluted loss per share | 9,431,035 | |
Class A Common Stock | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Temporary equity shares subject to possible redemption | 28,103,449 | 28,103,449 |
Previously Reported [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Accumulated deficit | $ (18) |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Loss Per Share for Each Class of Ordinary Shares (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Allocation of net income (loss) - basic and diluted | $ 1,829,516 | $ 2,996,938 | $ 3,849,942 | $ 1,120,175 | $ (2,429,290) | $ (593,464) | $ 8,676,396 | $ (1,902,579) |
Class A Common Stock | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) - basic and diluted | $ 1,463,613 | $ 896,140 | $ 6,941,117 | $ (1,417,716) | ||||
Denominator: | ||||||||
Basic weighted average ordinary shares outstanding | 28,103,449 | 28,103,449 | 28,103,449 | 19,479,601 | ||||
Diluted weighted average ordinary shares outstanding | 28,103,449 | 28,103,449 | 28,103,449 | 19,479,601 | ||||
Basic net income (loss) per ordinary share | $ 0.05 | $ 0.03 | $ 0.25 | $ (0.07) | ||||
Diluted net income (loss) per ordinary share | $ 0.05 | $ 0.03 | $ 0.25 | $ (0.07) | ||||
Class B Common Stock | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) - basic and diluted | $ 365,903 | $ 224,035 | $ 1,735,279 | $ (484,863) | ||||
Denominator: | ||||||||
Basic weighted average ordinary shares outstanding | 7,025,862 | 7,025,862 | 7,025,862 | 6,662,088 | ||||
Diluted weighted average ordinary shares outstanding | 7,025,862 | 7,025,862 | 7,025,862 | 6,662,088 | ||||
Basic net income (loss) per ordinary share | $ 0.05 | $ 0.03 | $ 0.25 | $ (0.07) | ||||
Diluted net income (loss) per ordinary share | $ 0.05 | $ 0.03 | $ 0.25 | $ (0.07) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 9 Months Ended | |||
Apr. 01, 2021 | Mar. 25, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class Of Stock [Line Items] | ||||
Offering costs | $ 85,000 | $ 6,095,908 | ||
Description of public warrant | Each Unit consists of one Class A ordinary share, and one-fifth of one redeemable warrant (each, a “Public Warrant”). | |||
Class A Common Stock | ||||
Class Of Stock [Line Items] | ||||
Warrant exercisable number of shares | 1 | |||
Share price | $ 11.50 | |||
IPO | ||||
Class Of Stock [Line Items] | ||||
Number of shares issued | 25,000,000 | |||
Stock issue price | $ 10 | |||
Gross proceeds | $ 250,000,000 | |||
Offering costs | 14,300,000 | |||
Payment of deferred underwriting commissions | $ 8,800,000 | |||
IPO | Class A Common Stock | ||||
Class Of Stock [Line Items] | ||||
Number of shares issued | 25,000,000 | |||
Over-Allotment Option | ||||
Class Of Stock [Line Items] | ||||
Number of shares issued | 3,103,449 | |||
Gross proceeds | $ 31,000,000 | |||
Offering costs | 1,700,000 | |||
Payment of deferred underwriting commissions | $ 1,100,000 | |||
Option to purchase additional units | 3,750,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
May 09, 2021 | Apr. 01, 2021 | Mar. 01, 2021 | Jan. 14, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 25, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||||||
Administrative Services Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Business combination consideration combination pay | $ 7,500 | ||||||||
Business combination fees for the services | $ 13,000 | $ 49,000 | |||||||
Working Capital Loans | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrants price | $ 2 | ||||||||
Borrowing outstanding | $ 0 | $ 0 | $ 0 | ||||||
Working Capital Loans | Warrants | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt conversion converted instrument amount | $ 1,500,000 | ||||||||
Private Placement Warrants | |||||||||
Related Party Transaction [Line Items] | |||||||||
Period to issue warrant after completion of initial business combination | 30 days | ||||||||
Founder | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of stock, description of transaction | (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup. | ||||||||
Founder | Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of stock, required price per share | $ 12 | $ 12 | |||||||
Sponsor | Private Placement Warrants | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of warrants | 310,345 | 3,500,000 | |||||||
Warrants price | $ 2 | ||||||||
Proceeds from issuance of warrants | $ 621,000 | $ 7,000,000 | |||||||
Exercise price of warrants | $ 2 | $ 2 | |||||||
Sponsor | IPO | Note | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt face amount | $ 300,000 | ||||||||
Sponsor | IPO | Maximum | Note | |||||||||
Related Party Transaction [Line Items] | |||||||||
Note payable - related party | $ 300,000 | ||||||||
Class B Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share dividend | 1,437,500 | ||||||||
Common stock, outstanding | 7,187,500 | 7,025,862 | 7,025,862 | 7,025,862 | |||||
Ownership percentage on common stock issued and outstanding | 20% | ||||||||
Class B Common Stock | Founder | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share dividend | 1,437,500 | ||||||||
Common stock, outstanding | 7,187,500 | ||||||||
Ownership percentage on common stock issued and outstanding | 20% | ||||||||
Underwriter options exercised | 3,103,449 | ||||||||
Class B Common Stock | Director | |||||||||
Related Party Transaction [Line Items] | |||||||||
Founder shares granted | 143,750 | ||||||||
Founder shares granted value | $ 710,000 | ||||||||
Class B Common Stock | Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares forfeited | 161,638 | ||||||||
Class B Common Stock | Sponsor | Over-Allotment Option | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares forfeited | 937,500 | ||||||||
Class B Common Stock | Sponsor | Founder | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of Class B ordinary shares to Sponsor | $ 25,000 | ||||||||
Class B Common Stock | Sponsor | Founder | Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares forfeited | 161,638 | ||||||||
Class B Common Stock | Sponsor | Founder | Over-Allotment Option | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares forfeited | 937,500 | ||||||||
Class B Common Stock | Sponsor | Director | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transactions | 28,750 | ||||||||
Class A Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, outstanding | 0 | 0 | 0 | ||||||
Ownership percentage on common stock issued and outstanding | 20% | ||||||||
Warrant exercisable number of shares | 1 | 1 | |||||||
Class A Common Stock | Sponsor | Private Placement Warrants | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrant exercisable number of shares | 1 | 1 | |||||||
Exercise price of warrants | $ 11.50 | $ 11.50 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 9 Months Ended | ||||
Apr. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 25, 2021 | |
Commitments And Contingencies [Line Items] | |||||
Underwriting discount per unit | $ 0.20 | ||||
Payments for underwriting discount | $ 5,000,000 | ||||
Deferred underwriting commission per unit | $ 0.35 | ||||
Deferred underwriting commissions | $ 9,836,207 | $ 9,836,207 | $ 8,800,000 | ||
Offering costs | $ 85,000 | $ 6,095,908 | |||
Over-Allotment Option | |||||
Commitments And Contingencies [Line Items] | |||||
Deferred underwriting commissions | $ 1,100,000 | ||||
Number of shares issued | 3,103,449 | ||||
Gross proceeds from issuance of common stock | $ 31,000,000 | ||||
Offering costs | $ 1,700,000 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class Of Warrant Or Right [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Warrants expiration | 5 years | |
Trading day period | 10 days | |
Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Percentage of aggregate gross proceeds from issuances to overall equity proceeds | 60% | |
Class A Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Temporary equity, shares subject to possible redemption price per share | $ 10.05 | $ 10 |
Class A Common Stock | Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Initial business combination share price | 9.20 | |
Redemption of Warrants When Price per Share of Class A Common Stock Below $9.20 | ||
Class Of Warrant Or Right [Line Items] | ||
Initial business combination share price | $ 9.20 | |
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price | 115% | |
Temporary equity, shares subject to possible redemption price per share | $ 18 | |
Redemption of Warrants When Price per Share of Class A Common Stock Equals or Exceeds $10.00 | ||
Class Of Warrant Or Right [Line Items] | ||
Initial business combination share price | $ 10 | |
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price | 180% | |
Temporary equity, shares subject to possible redemption price per share | $ 10 | |
Trading day period | 20 days | |
Minimum period prior written notice of redemption | 30 days | |
Overall Trading Period | 30 days | |
Redemption of Warrants When Price per Share of Class A Common Stock Equals or Exceeds $10.00 | Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Temporary equity, shares subject to possible redemption price per share | $ 10 | |
Share price | 0.361 | |
Redemption of Warrants When Price Per Share of Class A Common Stock Equals or Exceeds $18.00 | ||
Class Of Warrant Or Right [Line Items] | ||
Temporary equity, shares subject to possible redemption price per share | $ 18 | |
Trading day period | 20 days | |
Warrants redemption price per share | $ 0.01 | |
Minimum period prior written notice of redemption | 30 days | |
Overall Trading Period | 30 days | |
Public Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Class of warrant or right outstanding | 5,620,690 | 5,620,690 |
Private Placement Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Class of warrant or right outstanding | 3,810,345 | 3,810,345 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Details) - Class A Common Stock | Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 shares |
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Shares subject to possible redemption share authorized to issue | 500,000,000 | |
Shares subject to possible redemption par value per share | $ / shares | $ 0.0001 | |
Shares subject to possible redemption share conversion ratio | 1 | |
Ordinary shares outstanding | 28,103,449 | 28,103,449 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Schedule of Reconciliation of Unaudited Condensed Balance Sheet (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items] | ||||
Remeasurement of redemption value of Class A ordinary shares subject to redemption | $ 1,243,652 | $ 300,989 | ||
Class A Common Stock | ||||
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items] | ||||
Gross proceeds | $ 281,034,490 | |||
Amount allocated to Public Warrants | (5,633,100) | |||
Class A ordinary shares issuance costs | (15,730,212) | |||
Accretion of carrying value to redemption value | 21,363,312 | |||
Remeasurement of redemption value of Class A ordinary shares subject to redemption | $ 1,544,641 | |||
Class A ordinary shares subject to possible redemption | $ 282,579,131 | $ 282,579,131 | $ 281,034,490 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) | 9 Months Ended | 12 Months Ended | |||
May 09, 2021 shares | Jan. 14, 2021 USD ($) shares | Dec. 31, 2020 shares | Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class Of Stock [Line Items] | |||||
Preference shares authorized | 5,000,000 | 5,000,000 | |||
Preference shares par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preference shares issued | 0 | 0 | |||
Preference shares outstanding | 0 | 0 | |||
Ordinary shares voting right description | Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. | ||||
Ordinary shares number of votes for each share held | Vote | 1 | ||||
Ordinary shares conversion and stock split description | The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein | ||||
Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Ordinary shares authorized | 500,000,000 | 500,000,000 | |||
Ordinary shares par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Temporary equity, shares subject to possible redemption | 28,103,449 | 28,103,449 | |||
Ordinary shares outstanding | 0 | 0 | |||
Ownership percentage on common stock issued and outstanding | 20% | ||||
Class B Common Stock | |||||
Class Of Stock [Line Items] | |||||
Ordinary shares authorized | 50,000,000 | 50,000,000 | |||
Ordinary shares par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Ordinary shares issued | 5,750,000 | ||||
Share dividend | 1,437,500 | ||||
Ordinary shares outstanding | 7,187,500 | 7,025,862 | 7,025,862 | ||
Ordinary shares subject to forfeiture | 0 | ||||
Ordinary shares subject to forfeiture consideration value | $ | $ 0 | ||||
Ownership percentage on common stock issued and outstanding | 20% | ||||
Class B Common Stock | Sponsor | |||||
Class Of Stock [Line Items] | |||||
Shares forfeited | 161,638 | ||||
Class B Common Stock | Maximum | |||||
Class Of Stock [Line Items] | |||||
Ordinary shares subject to forfeiture | 937,500 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Information About Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) | Public Warrants | Derivative | ||
Liabilities: | ||
Total liabilities | $ 449,660 | $ 5,058,620 |
Significant Other Observable Inputs (Level 2) | Private Placement Warrants | Derivative | ||
Liabilities: | ||
Total liabilities | 304,830 | |
Significant Other Unobservable Inputs (Level 3) | Private Placement Warrants | Derivative | ||
Liabilities: | ||
Total liabilities | 3,429,310 | |
Money Market Fund | Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Investments held in Trust Account - money market fund | $ 282,679,131 | $ 281,049,184 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Change in fair value of derivative warrant liabilities | $ 754,000 | $ 1,800,000 | $ 7,700,000 | $ 116,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Details) - Significant Other Unobservable Inputs (Level 3) | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair value measurement inputs | 6.16 |
Volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair value measurement inputs | 12.79 |
Stock price | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair value measurement inputs | 9.75 |
Risk-free rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair value measurement inputs | 1.373 |
Dividend yield | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair value measurement inputs | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in Fair Value of Derivative Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Derivative warrant liabilities, beginning balance | $ 609,660 | $ 1,752,760 | $ 3,429,310 | $ 4,572,410 | $ 8,845,000 | |
Derivative warrant liabilities, ending balance | 609,660 | 1,752,760 | 3,924,660 | 4,572,410 | $ 8,845,000 | |
Significant Other Unobservable Inputs (Level 3) | ||||||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Change in fair value of derivative liabilities - Level 3 | $ (1,143,100) | $ (1,676,550) | $ (647,750) | 495,340 | 205,000 | |
Significant Other Unobservable Inputs (Level 3) | Public Warrants | ||||||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Issuance of Public and Private Warrants | 5,000,000 | |||||
Significant Other Unobservable Inputs (Level 3) | Public Warrants | Over-Allotment Option | ||||||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Issuance of Public and Private Warrants | 633,100 | |||||
Significant Other Unobservable Inputs (Level 3) | Private Placement Warrants | ||||||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Issuance of Public and Private Warrants | $ 3,640,000 | |||||
Significant Other Unobservable Inputs (Level 3) | Private Placement Warrants | Over-Allotment Option | ||||||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Issuance of Public and Private Warrants | 332,070 | |||||
Quoted Prices in Active Markets (Level 1) | Public Warrants | ||||||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Transfer of Public Warrants to Level 1 measurement | $ (5,733,100) | |||||
Significant Other Observable Inputs (Level 2) | Private Placement Warrants | ||||||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Transfer of Private Warrants to Level 2 measurement | $ (609,660) |