Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity Registrant Name | LDH Growth Corp I | |
Entity Central Index Key | 0001842373 | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40229 | |
Entity Tax Identification Number | 98-1562246 | |
Entity Address, Address Line One | 200 S. Biscayne Blvd | |
Entity Address, Address Line Two | 19th Floor | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33131 | |
City Area Code | 786 | |
Local Phone Number | 524-1028 | |
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 [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-fifth redeemable warrant | |
Trading Symbol | LDHAU | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | LDHA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A ordinary share for $11.50 per share | |
Trading Symbol | LDHAW | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 606,910 | $ 1,145,208 |
Prepaid expenses | 313,867 | 823,748 |
Total current assets | 920,777 | 1,968,956 |
Investments held in Trust Account | 231,389,176 | 230,017,306 |
Total Assets | 232,309,953 | 231,986,262 |
Current liabilities: | ||
Accounts payable | 11,642 | 40,496 |
Accrued expenses | 23,610 | 108,021 |
Total current liabilities | 35,252 | 148,517 |
Deferred underwriting commissions | 8,050,000 | 8,050,000 |
Derivative liabilities | 296,000 | 7,551,330 |
Total liabilities | 8,381,252 | 15,749,847 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 230,000,000 shares at $10.06 and $10.00 per share redemption value at September 30, 2022 and December 31, 2021, respectively | 231,289,176 | 230,000,000 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Accumulated deficit | (7,361,050) | (13,764,160) |
Total shareholders' deficit | (7,360,475) | (13,763,585) |
Total Liabilities, Class A ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 232,309,953 | 231,986,262 |
Class A Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares - $0.0001 par value | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares - $0.0001 par value | $ 575 | $ 575 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | ||
Ordinary Shares subject to possible redemption (in shares) | 23,000,000 | 23,000,000 |
Shareholders' Deficit: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | ||
Ordinary Share, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary Shares subject to possible redemption (in shares) | 23,000,000 | 23,000,000 |
Ordinary Shares subject to possible redemption, redemption price (in dollars per share) | $ 10.06 | $ 10 |
Shareholders' Deficit: | ||
Ordinary Share, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary Shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary Shares, shares issued (in shares) | 0 | 0 |
Ordinary Shares, shares outstanding (in shares) | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary Share, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary Shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary Shares, shares issued (in shares) | 5,750,000 | 5,750,000 |
Ordinary Shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 |
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 | |
Loss from Operations | ||||
General and administrative expenses | $ 236,848 | $ 250,312 | $ 934,914 | $ 612,347 |
Loss from operations | (236,848) | (250,312) | (934,914) | (612,347) |
Other income (expenses): | ||||
Change in fair value of derivative liabilities | 2,170,670 | 3,848,000 | 7,255,330 | 1,828,670 |
Offering costs - derivative liabilities | 0 | 0 | 0 | (259,140) |
Income from investments held in Trust Account | 1,038,203 | 2,959 | 1,371,870 | 12,446 |
Total other income (expenses), net | 3,208,873 | 3,850,959 | 8,627,200 | 1,581,976 |
Net income | $ 2,972,025 | $ 3,600,647 | $ 7,692,286 | $ 969,629 |
Class A Ordinary Shares [Member] | ||||
Other income (expenses): | ||||
Weighted average number of ordinary shares - basic (in shares) | 23,000,000 | 23,000,000 | 23,000,000 | 17,050,193 |
Weighted average number of ordinary shares - diluted (in shares) | 23,000,000 | 23,000,000 | 23,000,000 | 17,050,193 |
Basic net income per ordinary share (in dollars per share) | $ 0.1 | $ 0.13 | $ 0.27 | $ 0.04 |
Diluted net income per ordinary share (in dollars per share) | $ 0.1 | $ 0.13 | $ 0.27 | $ 0.04 |
Class B Ordinary Shares [Member] | ||||
Other income (expenses): | ||||
Weighted average number of ordinary shares - basic (in shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,555,985 |
Weighted average number of ordinary shares - diluted (in shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Basic net income per ordinary share (in dollars per share) | $ 0.1 | $ 0.13 | $ 0.27 | $ 0.04 |
Diluted net income per ordinary share (in dollars per share) | $ 0.1 | $ 0.13 | $ 0.27 | $ 0.04 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares [Member] Class A Ordinary Shares [Member] | Ordinary Shares [Member] Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 0 | $ 0 | $ 0 | $ (5,463) | $ (5,463) |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 1 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Cancellation of ordinary share | $ 0 | $ 0 | 0 | 0 | 0 |
Cancellation of ordinary share (in shares) | 0 | (1) | |||
Issuance of Class B ordinary shares to Sponsor | $ 0 | $ 575 | 24,425 | 0 | 25,000 |
Issuance of Class B ordinary shares to Sponsor (in shares) | 0 | 5,750,000 | |||
Excess of cash received over fair value of private placement warrants | $ 0 | $ 0 | 2,949,330 | 0 | 2,949,330 |
Accretion of Class A ordinary shares to redemption amount | 0 | 0 | (2,973,755) | (14,309,816) | (17,283,571) |
Net income (loss) | 0 | 0 | 0 | (460,029) | (460,029) |
Ending balance at Mar. 31, 2021 | $ 0 | $ 575 | 0 | (14,775,308) | (14,774,733) |
Ending balance (in shares) at Mar. 31, 2021 | 0 | 5,750,000 | |||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 0 | 0 | (5,463) | (5,463) |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 1 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Net income (loss) | 969,629 | ||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 575 | 0 | (13,345,650) | (13,345,075) |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 5,750,000 | |||
Beginning balance at Mar. 31, 2021 | $ 0 | $ 575 | 0 | (14,775,308) | (14,774,733) |
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | (2,170,989) | (2,170,989) |
Ending balance at Jun. 30, 2021 | $ 0 | $ 575 | 0 | (16,946,297) | (16,945,722) |
Ending balance (in shares) at Jun. 30, 2021 | 0 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 3,600,647 | 3,600,647 |
Ending balance at Sep. 30, 2021 | $ 0 | $ 575 | 0 | (13,345,650) | (13,345,075) |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 5,750,000 | |||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 575 | 0 | (13,764,160) | (13,763,585) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 3,451,098 | 3,451,098 |
Ending balance at Mar. 31, 2022 | $ 0 | $ 575 | 0 | (10,313,062) | (10,312,487) |
Ending balance (in shares) at Mar. 31, 2022 | 0 | 5,750,000 | |||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 575 | 0 | (13,764,160) | (13,763,585) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Net income (loss) | 7,692,286 | ||||
Ending balance at Sep. 30, 2022 | $ 0 | $ 575 | 0 | (7,361,050) | (7,360,475) |
Ending balance (in shares) at Sep. 30, 2022 | 0 | 5,750,000 | |||
Beginning balance at Mar. 31, 2022 | $ 0 | $ 575 | 0 | (10,313,062) | (10,312,487) |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | 0 | (251,000) | (251,000) |
Net income (loss) | 0 | 0 | 0 | 1,269,163 | 1,269,163 |
Ending balance at Jun. 30, 2022 | $ 0 | $ 575 | 0 | (9,294,899) | (9,294,324) |
Ending balance (in shares) at Jun. 30, 2022 | 0 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | 0 | (1,038,176) | (1,038,176) |
Net income (loss) | 0 | 0 | 0 | 2,972,025 | 2,972,025 |
Ending balance at Sep. 30, 2022 | $ 0 | $ 575 | $ 0 | $ (7,361,050) | $ (7,360,475) |
Ending balance (in shares) at Sep. 30, 2022 | 0 | 5,750,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||||||
Net income | $ 2,972,025 | $ 3,451,098 | $ 3,600,647 | $ (460,029) | $ 7,692,286 | $ 969,629 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||||||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 0 | 25,000 | |||||
Change in fair value of derivative liabilities | (7,255,330) | (1,828,670) | |||||
Offering costs - derivative liabilities | 0 | 0 | 0 | 259,140 | |||
Income from investments held in Trust Account | (1,038,203) | (2,959) | (1,371,870) | (12,446) | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | 509,881 | (952,360) | |||||
Accounts payable | (28,854) | (3,514) | |||||
Accrued expenses | (14,411) | 66,680 | |||||
Due to related party | 0 | (9,843) | |||||
Net cash used in operating activities | (468,298) | (1,486,384) | |||||
Cash Flows from Investing Activities: | |||||||
Cash deposited in Trust Account | 0 | (230,000,000) | |||||
Net cash used in investing activities | 0 | (230,000,000) | |||||
Cash Flows from Financing Activities: | |||||||
Proceeds from promissory note issued to related party | 0 | 300,000 | |||||
Repayment of promissory note to related party | 0 | (300,000) | |||||
Proceeds received from initial public offering, gross | 0 | 230,000,000 | |||||
Proceeds received from private placement | 0 | 7,900,000 | |||||
Offering costs paid | (70,000) | (4,754,332) | |||||
Net cash provided by (used in) financing activities | (70,000) | 233,145,668 | |||||
Net change in cash | (538,298) | 1,659,284 | |||||
Cash - beginning of the period | $ 1,145,208 | $ 0 | 1,145,208 | 0 | $ 0 | ||
Cash - end of the period | $ 606,910 | $ 1,659,284 | 606,910 | 1,659,284 | $ 1,145,208 | ||
Supplemental disclosure of noncash financing activities: | |||||||
Offering costs included in accounts payable | 0 | 32,500 | |||||
Offering costs included in accrued expenses | 0 | 30,828 | |||||
Offering costs included in due to related party | 0 | 320,600 | |||||
Deferred underwriting commissions | $ 0 | $ 8,050,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 - LDH Growth Corp I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 7, 2020 (inception). 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 of 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 October 7, 2020 (inception) through September 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s sponsor is LDH Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 18, 2021. On March 23, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.3 million, of which approximately $8.1 million was for deferred underwriting commissions (see Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,266,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $7.9 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be 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” (“ASC 480”). 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 will adopt 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 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 20% 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 23, 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 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 only $10.00 per share initially held in the Trust Account. 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. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $607,000 in cash and working capital of approximately $886,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), a loan of $300,000 (which was repaid in full on March 25, 2021) pursuant to the Note (as defined in Note 4), and advances of approximately $321,000 from the Sponsor for offering costs (which was repaid in full in December 2021), and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of an Initial Business Combination or one year from this filing. However, in connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the mandatory liquidation on March 23, 2023 and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 23, 2023. Management intends to consummate a merger prior to March 23, 2023. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 - Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. 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, or any future period. 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 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that 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 the Company’s 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 periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative liabilities. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of 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 unaudited 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 are included in income from investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk F inancial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000 and investments held in Trust Account. As of September 30, 2022, and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account Fair Value of Financial Instruments The carrying value of the Company’s assets and liabilities recognized in the condensed balance sheets, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair values for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. 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 until they are exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have initially been measured at fair value using a Monte Carlo simulation model. The fair value of the Public Warrants as of September 30, 2022 and December 31, 2021, is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2022 and December 31, 2021, is measured based on a Monte Carlo simulation model. The forward purchase agreement between the Company and the Sponsor, providing for the investor to purchase $50,000,000 of units, with each unit consisting of one Class A ordinary share and one-fifth is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as a liability at fair value and with changes in fair value recognized in the Company’s unaudited condensed The determination of the fair value of the derivative liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative 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 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 liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against their carrying value upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.3 million was included in offering cost - derivative liabilities in the unaudited condensed statements of operations and $13.0 million was allocated to the redeemable Class A ordinary shares reducing their carrying amount. Of the $13.3 million of offering costs, approximately $8.1 million is deferred underwriting commissions. 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 Topic 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, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited 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. This method would view the end of the reporting period as if it were also the redemption date of the security. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. 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 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 per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 9,866,667 shares of Class A ordinary shares in the calculation of diluted income (loss) per ordinary share, because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income -basic and diluted $ 2,377,620 $ 594,405 $ 2,880,518 $ 720,129 Denominator: Basic weighted average ordinary shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.13 $ 0.13 For the Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income -basic and diluted $ 6,153,829 $ 1,538,457 $ 731,321 $ 238,308 Denominator: Basic weighted average ordinary shares outstanding 23,000,000 5,750,000 17,050,193 5,555,985 Diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 17,050,193 5,750,000 Basic and diluted net income per ordinary share $ 0.27 $ 0.27 $ 0.04 $ 0.04 Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is considering the impact of this pronouncement on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3-Initial Public Offering On March 23, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.3 million, of which approximately $8.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-fifth |
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 January 15, 2021, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration for the issuance of 7,187,500 Class B ordinary shares, par value $0.0001(the “Founder Shares”). On January 21, 2021, the Sponsor irrevocably surrendered to the Company for cancellation and for nil 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 150 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 5,266,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $7.9 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the 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 except as described below in Note 6 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. Forward Purchase Agreement On March 18, 2021, the Sponsor entered into a forward purchase agreement (the “Forward Purchase Agreement”) with the Company that provided for the purchase of an aggregate of 5,000,000 forward purchase units (the “Forward Purchase Units”), consisting of one Class A ordinary share, or a Forward Purchase Share, and one-fifth Related Party Loans On January 15, 2021, 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. The Company repaid the Note balance of $300,000 in full on March 25, 2021. This facility is no longer available to be withdrawn. In addition, the Sponsor advanced approximately $321,000 to cover the Company’s offering expenses which was repaid in full in December 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, 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 $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. The Company has not incurred administrative expenses under the agreement, as the monthly fee has been waived by the Sponsor. The Company’s officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments, if any, that were made to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, the Company does not expect to have any additional controls in place governing the reimbursement payments to the Company’s directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [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 provides that the Company will 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. Pursuant to the Forward Purchase Agreement, the Company agreed that it will use its commercially reasonable efforts to (i) within 30 days after the closing of the initial Business Combination, file a registration statement with the SEC for a secondary offering of (A) the forward purchase investor’s Forward Purchase Shares, (B) the Class A ordinary shares issuable upon exercise of the forward purchase investor’s Forward Purchase Warrants and (C) any other Class A ordinary shares acquired by the forward purchase investor, including any acquisitions after the Company completes its initial Business Combination, (ii) cause such registration statement to be declared effective promptly thereafter, but in no event later than 90 days after the closing of the initial Business Combination and (iii) maintain the effectiveness of such registration statement and to ensure the registration statement does not contain a material omission or misstatement, including by way of amendment or other update, as required, until the earlier of (A) the date on which the forward purchase investor ceases to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the Forward Purchase Agreement. The Company will bear the cost of registering these securities. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 23, 2021, the underwriter fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants [Abstract] | |
Warrants | Note 6-Warrants As of September 30, 2022 and December 31, 2021, the Company had 4,600,000 Public Warrants and 5,266,667 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (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” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The 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, except as described below, 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; • at a price of $0.01 per warrant; • 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: • in whole and not in part; • at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided 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; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per public share on the trading day prior to the date. 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. |
Temporary Equity - Class A Ordi
Temporary Equity - Class A Ordinary Shares Subject To Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity - Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
Temporary Equity - Class A Ordinary Shares Subject To Possible Redemption | Note 7-Temporary Equity - 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. As of September 30, 2022 and December 31, 2021, there were 23,000,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. As of September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption reflected on the unaudited condensed balance sheets are reconciled on the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to public warrants (4,278,000 ) Class A ordinary share issuance costs (13,005,571 ) Plus: Accretion of Class A ordinary shares to redemption amount 17,283,571 Class A ordinary share subject to possible redemption, December 31, 2021 230,000,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 251,000 Class A ordinary share subject to possible redemption, September 30, 2022 $ 231,289,176 |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Shareholders' Deficit [Abstract] | |
Shareholders' Deficit | Note 8-Shareholders’ Deficit Preference Shares -The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. 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 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 23,000,000 Class A ordinary shares issued and outstanding, all subject to possible redemption and presented as temporary equity (see Note 7). Class B Ordinary Shares - The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 5,750,000 Class B ordinary shares issued and outstanding. 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 that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 9-Fair Value Measurements The following tables present 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 September 30, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total Assets: Investments held in the Trust Account: Money Market Funds $ 231,389,176 $ - $ - $ 231,389,176 Liabilities: Derivative liabilities - Public Warrants $ 138,000 $ - $ - $ 138,000 Derivative liabilities - Private Warrants $ - $ - $ 158,000 $ 158,000 Forward purchase agreement $ - $ - $ - $ - Total derivative liabilities $ - $ - $ - $ 296,000 December 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total Assets: Investments held in the Trust Account: Money Market Funds $ 230,017,306 $ - $ - $ 230,017,306 Liabilities: Derivative liabilities - Public Warrants $ 3,496,000 $ - $ - $ 3,496,000 Derivative liabilities - Private Warrants $ - $ - $ 4,055,330 $ 4,055,330 Forward purchase agreement $ - $ - $ - $ - Total derivative liabilities $ - $ - $ - $ 7,551,330 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in May 2021. As of June 30, 2022, due to a significant decrease in the trading volume of the Public Warrants in relation to the normal volume of market activity the last week in June, the estimated fair value of Public Warrants was transferred from a Level 1 fair value measurement to a Level 2 measurement. As of September 30, 2022, the estimated fair value of the Public Warrants was transferred back to a Level 1 measurement due to adequate trading activity. Levels 1, 2, and 3 during the nine months ended September 30, 2022. Level 1 assets include investments in money market funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Initially, the fair value of the Public Warrants and Private Placement Warrants were measured at fair value using a Monte Carlo simulation. The fair value of the forward purchase agreement is determined as the estimated unit value less the net present value of the forward purchase agreement. For the three months ended September 30, 2022 and 2021, the Company recognized a gain in the unaudited condensed statements of operations resulting from a decrease in the fair value of liabilities of approximately $2.2 million and approximately $3.8 million, respectively, presented as change in fair value of derivative liabilities in the accompanying unaudited condensed statements of operations. For the nine months ended September 30, 2022 and 2021, the Company recognized a gain in the unaudited condensed statements of operations resulting from a decrease in the fair value of liabilities of approximately $7.3 million and approximately $1.8 million, respectively, presented as change in fair value of derivative liabilities in the accompanying unaudited condensed statements of operations. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants (a Level 1 measurement). The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary share warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at the measurement date: As of September 30, 2022 As of December 31, 2021 Volatility 2.0% 25.2% Stock price $9.90 $9.82 Probability of De-SPAC 4.0%-9.0% 40.0%-50.0% Risk-free rate 4.00% 1.30% Dividend yield 0.0% 0.0% The change in the fair value of the derivative liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2022 and 2021 is summarized as follows: Derivative liabilities at December 31, 2021 $ 4,055,330 Change in fair value of derivative liabilities (2,054,000 ) Derivative liabilities at March 31, 2022 2,001,330 Change in fair value of derivative liabilities (684,660 ) Derivative liabilities at June 30, 2022 1,316,670 Change in fair value of derivative liabilities (1,158,670 ) Derivative liabilities at September 30, 2022 $ 158,000 Derivative liabilities at December 31, 2020 $ - Issuance of Public and Private Warrants 9,228,670 Change in fair value of derivative liabilities 144,660 Derivative liabilities at March 31, 2021 9,373,330 Transfer of Public Warrants to Level 1 measurement (4,370,000 ) Change in fair value of derivative liabilities 1,000,670 Derivative liabilities at June 30, 2021 6,004,000 Change in fair value of derivative liabilities (2,054,000 ) Derivative liabilities at September 30, 2021 $ 3,950,000 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10-Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. 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, or any future period. 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 31, 2022. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s 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 periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative liabilities. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2022, and December 31, 2021 |
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 unaudited 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 are included in income from investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk F inancial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000 and investments held in Trust Account. As of September 30, 2022, and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of the Company’s assets and liabilities recognized in the condensed balance sheets, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair values for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value (see Note 9). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Liabilities | Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. 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 until they are exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have initially been measured at fair value using a Monte Carlo simulation model. The fair value of the Public Warrants as of September 30, 2022 and December 31, 2021, is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2022 and December 31, 2021, is measured based on a Monte Carlo simulation model. The forward purchase agreement between the Company and the Sponsor, providing for the investor to purchase $50,000,000 of units, with each unit consisting of one Class A ordinary share and one-fifth is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as a liability at fair value and with changes in fair value recognized in the Company’s unaudited condensed The determination of the fair value of the derivative liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative 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 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 liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against their carrying value upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.3 million was included in offering cost - derivative liabilities in the unaudited condensed statements of operations and $13.0 million was allocated to the redeemable Class A ordinary shares reducing their carrying amount. Of the $13.3 million of offering costs, approximately $8.1 million is deferred underwriting commissions. 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 Topic 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, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited 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. This method would view the end of the reporting period as if it were also the redemption date of the security. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. 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 Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 9,866,667 shares of Class A ordinary shares in the calculation of diluted income (loss) per ordinary share, because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income -basic and diluted $ 2,377,620 $ 594,405 $ 2,880,518 $ 720,129 Denominator: Basic weighted average ordinary shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.13 $ 0.13 For the Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income -basic and diluted $ 6,153,829 $ 1,538,457 $ 731,321 $ 238,308 Denominator: Basic weighted average ordinary shares outstanding 23,000,000 5,750,000 17,050,193 5,555,985 Diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 17,050,193 5,750,000 Basic and diluted net income per ordinary share $ 0.27 $ 0.27 $ 0.04 $ 0.04 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is considering the impact of this pronouncement on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s 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 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Calculation of Basic and Diluted Net Income Per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income -basic and diluted $ 2,377,620 $ 594,405 $ 2,880,518 $ 720,129 Denominator: Basic weighted average ordinary shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.13 $ 0.13 For the Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income -basic and diluted $ 6,153,829 $ 1,538,457 $ 731,321 $ 238,308 Denominator: Basic weighted average ordinary shares outstanding 23,000,000 5,750,000 17,050,193 5,555,985 Diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 17,050,193 5,750,000 Basic and diluted net income per ordinary share $ 0.27 $ 0.27 $ 0.04 $ 0.04 |
Temporary Equity - Class A Or_2
Temporary Equity - Class A Ordinary Shares Subject To Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity - Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
Temporary Equity - Class A Ordinary Shares Subject To Possible Redemption | As of September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption reflected on the unaudited condensed balance sheets are reconciled on the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to public warrants (4,278,000 ) Class A ordinary share issuance costs (13,005,571 ) Plus: Accretion of Class A ordinary shares to redemption amount 17,283,571 Class A ordinary share subject to possible redemption, December 31, 2021 230,000,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 251,000 Class A ordinary share subject to possible redemption, September 30, 2022 $ 231,289,176 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present 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 September 30, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total Assets: Investments held in the Trust Account: Money Market Funds $ 231,389,176 $ - $ - $ 231,389,176 Liabilities: Derivative liabilities - Public Warrants $ 138,000 $ - $ - $ 138,000 Derivative liabilities - Private Warrants $ - $ - $ 158,000 $ 158,000 Forward purchase agreement $ - $ - $ - $ - Total derivative liabilities $ - $ - $ - $ 296,000 December 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total Assets: Investments held in the Trust Account: Money Market Funds $ 230,017,306 $ - $ - $ 230,017,306 Liabilities: Derivative liabilities - Public Warrants $ 3,496,000 $ - $ - $ 3,496,000 Derivative liabilities - Private Warrants $ - $ - $ 4,055,330 $ 4,055,330 Forward purchase agreement $ - $ - $ - $ - Total derivative liabilities $ - $ - $ - $ 7,551,330 |
Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at the measurement date: As of September 30, 2022 As of December 31, 2021 Volatility 2.0% 25.2% Stock price $9.90 $9.82 Probability of De-SPAC 4.0%-9.0% 40.0%-50.0% Risk-free rate 4.00% 1.30% Dividend yield 0.0% 0.0% |
Change in Fair Value of Derivative Liabilities | The change in the fair value of the derivative liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2022 and 2021 is summarized as follows: Derivative liabilities at December 31, 2021 $ 4,055,330 Change in fair value of derivative liabilities (2,054,000 ) Derivative liabilities at March 31, 2022 2,001,330 Change in fair value of derivative liabilities (684,660 ) Derivative liabilities at June 30, 2022 1,316,670 Change in fair value of derivative liabilities (1,158,670 ) Derivative liabilities at September 30, 2022 $ 158,000 Derivative liabilities at December 31, 2020 $ - Issuance of Public and Private Warrants 9,228,670 Change in fair value of derivative liabilities 144,660 Derivative liabilities at March 31, 2021 9,373,330 Transfer of Public Warrants to Level 1 measurement (4,370,000 ) Change in fair value of derivative liabilities 1,000,670 Derivative liabilities at June 30, 2021 6,004,000 Change in fair value of derivative liabilities (2,054,000 ) Derivative liabilities at September 30, 2021 $ 3,950,000 |
Description of Organization a_2
Description of Organization and Business Operations, Summary (Details) | 9 Months Ended | 12 Months Ended | ||
Mar. 23, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) Business $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Description of Organization and Business Operations [Abstract] | ||||
Gross proceeds from initial public offering | $ 230,000,000 | $ 0 | $ 230,000,000 | |
Offering costs | 13,300,000 | |||
Deferred underwriting commissions | 8,100,000 | 8,050,000 | $ 8,050,000 | |
Gross proceeds from private placement | 0 | 7,900,000 | ||
Cash deposited in Trust Account | 230,000,000 | $ 0 | $ 230,000,000 | |
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | |||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | |||
Percentage of Public Shares that can be redeemed without prior consent | 20% | |||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | |||
Period to complete Business Combination from closing of Initial Public Offering | 24 months | |||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | |||
Minimum [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Number of operating businesses included in Initial Business Combination | Business | 1 | |||
Fair market value as percentage of net assets held in Trust Account included in Initial Business Combination | 80% | |||
Post-transaction ownership percentage of the target business | 50% | |||
Maximum [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | |||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 23,000,000 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Gross proceeds from initial public offering | $ 230,000,000 | 230,000,000 | ||
Deferred underwriting commissions | $ 8,100,000 | |||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Offering costs | $ 13,005,571 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 3,000,000 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Private Placement [Member] | Private Placement Warrants [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Share price (in dollars per share) | $ / shares | $ 1.5 | $ 1.5 | ||
Warrants issued (in shares) | shares | 5,266,667 | |||
Gross proceeds from private placement | $ 7,900,000 |
Description of Organization a_3
Description of Organization and Business Operations, Liquidity and Going Concern (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Mar. 25, 2021 | Jan. 15, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Liquidity and Going Concern [Abstract] | |||||
Cash | $ 1,145,208 | $ 606,910 | |||
Working capital | 886,000 | ||||
Repayment to related party | 0 | $ 300,000 | |||
Sponsor [Member] | |||||
Liquidity and Going Concern [Abstract] | |||||
Contribution from sale of founder shares | 25,000 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||
Liquidity and Going Concern [Abstract] | |||||
Repayment to related party | $ 300,000 | ||||
Sponsor [Member] | Advance [Member] | |||||
Liquidity and Going Concern [Abstract] | |||||
Repayment to related party | 321,000 | ||||
Related party transaction amount | $ 321,000 | ||||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | |||||
Liquidity and Going Concern [Abstract] | |||||
Borrowings outstanding | $ 0 | $ 0 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies, Derivative Liabilities (Details) - Forward Purchase Agreement [Member] - $ / shares | 9 Months Ended | |
Mar. 18, 2021 | Sep. 30, 2022 | |
Class A Ordinary Shares [Member] | ||
Derivative Liabilities [Abstract] | ||
Number of securities called by each unit (in shares) | 1 | 1 |
Number of securities into which each unit may be converted (in shares) | 1 | 1 |
Public Warrants [Member] | ||
Derivative Liabilities [Abstract] | ||
Number of securities called by each unit (in shares) | 0.20 | 0.20 |
Purchase price per unit (in dollars per share) | $ 10 | |
Forward Purchase Units [Member] | ||
Derivative Liabilities [Abstract] | ||
Number of units available for purchase (in shares) | 5,000,000 | 50,000,000 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies, Offering Costs Associated with the Initial Public Offering (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 23, 2021 |
Offering Costs Associated with the Initial Public Offering [Abstract] | |||
Deferred underwriting commissions | $ 8,050,000 | $ 8,050,000 | $ 8,100,000 |
Initial Public Offering [Member] | |||
Offering Costs Associated with the Initial Public Offering [Abstract] | |||
Offering costs | 13,300,000 | ||
Deferred underwriting commissions | 8,100,000 | ||
Initial Public Offering [Member] | Redeemable Warrants [Member] | |||
Offering Costs Associated with the Initial Public Offering [Abstract] | |||
Offering costs | 300,000 | ||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||
Offering Costs Associated with the Initial Public Offering [Abstract] | |||
Offering costs | $ 13,000,000 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common Stock Subject to Possible Redemption [Abstract] | ||
Ordinary Shares subject to possible redemption (in shares) | 23,000,000 | 23,000,000 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies, Net Income Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Warrants [Member] | ||||
Net Income per Ordinary Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,866,667 | |||
Class A Ordinary Shares [Member] | ||||
Numerator [Abstract] | ||||
Allocation of net income - basic | $ 2,377,620 | $ 2,880,518 | $ 6,153,829 | $ 731,321 |
Allocation of net income - diluted | $ 2,377,620 | $ 2,880,518 | $ 6,153,829 | $ 731,321 |
Denominator [Abstract] | ||||
Basic weighted average ordinary shares outstanding (in shares) | 23,000,000 | 23,000,000 | 23,000,000 | 17,050,193 |
Diluted weighted average ordinary shares outstanding (in shares) | 23,000,000 | 23,000,000 | 23,000,000 | 17,050,193 |
Basic net income per ordinary share (in dollars per share) | $ 0.1 | $ 0.13 | $ 0.27 | $ 0.04 |
Diluted net income per ordinary share (in dollars per share) | $ 0.1 | $ 0.13 | $ 0.27 | $ 0.04 |
Class B Ordinary Shares [Member] | ||||
Numerator [Abstract] | ||||
Allocation of net income - basic | $ 594,405 | $ 720,129 | $ 1,538,457 | $ 238,308 |
Allocation of net income - diluted | $ 594,405 | $ 720,129 | $ 1,538,457 | $ 238,308 |
Denominator [Abstract] | ||||
Basic weighted average ordinary shares outstanding (in shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,555,985 |
Diluted weighted average ordinary shares outstanding (in shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Basic net income per ordinary share (in dollars per share) | $ 0.1 | $ 0.13 | $ 0.27 | $ 0.04 |
Diluted net income per ordinary share (in dollars per share) | $ 0.1 | $ 0.13 | $ 0.27 | $ 0.04 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 23, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Initial Public Offering [Abstract] | ||||
Gross proceeds from initial public offering | $ 230,000,000 | $ 0 | $ 230,000,000 | |
Offering costs | 13,300,000 | |||
Deferred underwriting commissions | $ 8,100,000 | $ 8,050,000 | $ 8,050,000 | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |||
Initial Public Offering [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 23,000,000 | |||
Share price (in dollars per share) | $ 10 | |||
Gross proceeds from initial public offering | $ 230,000,000 | 230,000,000 | ||
Deferred underwriting commissions | $ 8,100,000 | |||
Initial Public Offering [Member] | Public Warrants [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of securities called by each Unit (in shares) | 0.20 | |||
Exercise price of warrant (in dollars per share) | $ 11.5 | |||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||||
Initial Public Offering [Abstract] | ||||
Offering costs | $ 13,005,571 | |||
Number of securities called by each Unit (in shares) | 1 | |||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 3,000,000 | |||
Share price (in dollars per share) | $ 10 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) - USD ($) | 9 Months Ended | ||||
Jan. 21, 2021 | Jan. 15, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 23, 2021 | |
Class A Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Ordinary share, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary share, shares outstanding (in shares) | 0 | 0 | |||
Threshold trading days | 20 days | ||||
Threshold consecutive trading days | 30 days | ||||
Class A Ordinary Shares [Member] | Minimum [Member] | |||||
Founder Shares [Abstract] | |||||
Share price (in dollars per share) | $ 12 | ||||
Period after initial Business Combination | 150 days | ||||
Class B Ordinary Share [Member] | |||||
Founder Shares [Abstract] | |||||
Ordinary share, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary share, shares outstanding (in shares) | 5,750,000 | 5,750,000 | 5,750,000 | ||
Sponsor [Member] | |||||
Founder Shares [Abstract] | |||||
Proceeds from issuance of ordinary share | $ 25,000 | ||||
Sponsor [Member] | Class B Ordinary Share [Member] | |||||
Founder Shares [Abstract] | |||||
Proceeds from issuance of ordinary share | $ 25,000 | ||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 7,187,500 | ||||
Stock surrendered (in shares) | 1,437,500 | ||||
Stock surrendered, consideration | $ 0 | ||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20% | ||||
Ordinary share no longer subject to forfeiture (in shares) | 750,000 | ||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | ||||
Sponsor [Member] | Class B Ordinary Share [Member] | Maximum [Member] | |||||
Founder Shares [Abstract] | |||||
Shares subject to forfeiture (in shares) | 750,000 |
Related Party Transactions, Pri
Related Party Transactions, Private Placement Warrants (Details) - USD ($) | 9 Months Ended | ||
Mar. 23, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Private Placement [Abstract] | |||
Gross proceeds from private placement | $ 0 | $ 7,900,000 | |
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Holding period for transfer, assignment or sale of warrants | 30 days | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 5,266,667 | ||
Share price (in dollars per share) | $ 1.5 | $ 1.5 | |
Gross proceeds from private placement | $ 7,900,000 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Holding period for transfer, assignment or sale of warrants | 30 days | ||
Private Placement [Member] | Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | |||
Private Placement [Abstract] | |||
Number of shares issued upon exercise of warrant (in shares) | 1 |
Related Party Transactions, For
Related Party Transactions, Forward Purchase Agreement (Details) - USD ($) | 9 Months Ended | ||
Mar. 18, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |||
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Gross proceeds from issuance of units | $ 0 | $ 7,900,000 | |
Forward Purchase Agreement [Member] | Class A Ordinary Shares [Member] | |||
Related Party Transactions [Abstract] | |||
Number of securities called by each Unit (in shares) | 1 | 1 | |
Number of shares issued upon exercise of warrant (in shares) | 1 | 1 | |
Forward Purchase Agreement [Member] | Forward Purchase Units [Member] | |||
Related Party Transactions [Abstract] | |||
Number of units available for purchase (in shares) | 5,000,000 | 50,000,000 | |
Exercise price of warrant (in dollars per share) | $ 10 | ||
Forward Purchase Agreement [Member] | Forward Purchase Units [Member] | Sponsor [Member] | |||
Related Party Transactions [Abstract] | |||
Gross proceeds from issuance of units | $ 50,000,000 | ||
Forward Purchase Agreement [Member] | Public Warrants [Member] | |||
Related Party Transactions [Abstract] | |||
Number of securities called by each Unit (in shares) | 0.20 | 0.20 |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Mar. 25, 2021 | Jan. 15, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Loans [Abstract] | |||||
Amount borrowed | $ 0 | $ 300,000 | |||
Repayment to related party | 0 | $ 300,000 | |||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Loans [Abstract] | |||||
Related party facility | $ 300,000 | ||||
Amount borrowed | 300,000 | ||||
Repayment to related party | $ 300,000 | ||||
Sponsor [Member] | Advance [Member] | |||||
Related Party Loans [Abstract] | |||||
Amount borrowed | $ 321,000 | ||||
Repayment to related party | $ 321,000 | ||||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | |||||
Related Party Loans [Abstract] | |||||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | ||||
Conversion price (in dollars per share) | $ 1.5 | ||||
Borrowings outstanding | $ 0 | $ 0 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Services Agreement (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Administrative Services Agreement [Member] | |
Related Party Transactions [Abstract] | |
Monthly related party fee | $ 10,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | ||
Mar. 23, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Registration and Shareholder Rights [Abstract] | |||
Holding period for transfer, assignment or sale of warrants | 30 days | ||
No event on number of trading days, assignment or sale of warrants | 90 days | ||
Underwriting Agreement [Abstract] | |||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||
Additional Units that can be purchased to cover over-allotments (in shares) | 3,000,000 | ||
Underwriting discount (in dollars per share) | $ 0.2 | ||
Underwriting discount | $ 4,600,000 | ||
Deferred underwriting commissions per Unit (in dollars per share) | $ 0.35 | ||
Deferred underwriting commissions | $ 8,100,000 | $ 8,050,000 | $ 8,050,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants [Abstract] | ||
Period to exercise warrants after Business Combination | 30 days | |
Period to exercise warrants after closing of Initial Public Offering | 12 months | |
Period to file registration statement after initial Business Combination | 15 days | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | |
Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 12 | |
Public Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 4,600,000 | 4,600,000 |
Expiration period of warrants | 5 years | |
Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 5,266,667 | 5,266,667 |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 180% | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Redemption period | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||
Warrants [Abstract] | ||
Warrant redemption price (in dollars per share) | $ 0.1 | |
Notice period to redeem warrants | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price following notice of redemption | 10 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 115% | |
Warrant redemption price (in dollars per share) | $ 18 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60% | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.2 |
Temporary Equity - Class A Or_3
Temporary Equity - Class A Ordinary Shares Subject To Possible Redemption (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 23, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | ||||||
Ordinary Shares subject to possible redemption (in shares) | 23,000,000 | 23,000,000 | 23,000,000 | |||
Gross proceeds | $ 230,000,000 | $ 0 | $ 230,000,000 | |||
Class A ordinary share issuance costs | (13,300,000) | |||||
Class A ordinary share subject to possible redemption | 230,000,000 | |||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ 1,038,176 | $ 251,000 | ||||
Class A ordinary share subject to possible redemption | $ 231,289,176 | $ 231,289,176 | $ 230,000,000 | |||
Class A Ordinary Shares [Member] | ||||||
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | ||||||
Ordinary Shares subject to possible redemption (in shares) | 23,000,000 | 23,000,000 | 23,000,000 | |||
Initial Public Offering [Member] | ||||||
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | ||||||
Gross proceeds | $ 230,000,000 | $ 230,000,000 | ||||
Accretion of Class A ordinary shares to redemption amount | 17,283,571 | |||||
Class A ordinary share subject to possible redemption | $ 230,000,000 | |||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | 251,000 | |||||
Class A ordinary share subject to possible redemption | $ 231,289,176 | $ 231,289,176 | 230,000,000 | |||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||||||
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | ||||||
Class A ordinary share issuance costs | (13,005,571) | |||||
Initial Public Offering [Member] | Public Warrants [Member] | ||||||
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | ||||||
Less: Proceeds allocated to public warrants | $ (4,278,000) |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) | 9 Months Ended | |||
Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Jan. 21, 2021 shares | Jan. 15, 2021 $ / shares | |
Stockholders' Equity (Deficit) [Abstract] | ||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Ordinary Shares subject to possible redemption outstanding (in shares) | 23,000,000 | 23,000,000 | ||
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | |||
As-converted percentage for Class A common stock after conversion of Class B shares | 20% | |||
Class A Ordinary Shares [Member] | ||||
Stockholders' Equity (Deficit) [Abstract] | ||||
Ordinary share, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||
Ordinary share, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary Shares subject to possible redemption issued (in shares) | 23,000,000 | 23,000,000 | ||
Ordinary Shares subject to possible redemption outstanding (in shares) | 23,000,000 | 23,000,000 | ||
Ordinary Shares, shares issued (in shares) | 0 | 0 | ||
Ordinary share, shares outstanding (in shares) | 0 | 0 | ||
Number of votes per share | Vote | 1 | |||
Class B Ordinary Share [Member] | ||||
Stockholders' Equity (Deficit) [Abstract] | ||||
Ordinary share, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||
Ordinary share, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary Shares, shares issued (in shares) | 5,750,000 | 5,750,000 | ||
Ordinary share, shares outstanding (in shares) | 5,750,000 | 5,750,000 | 5,750,000 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Liabilities [Abstract] | |||||
Transfers into Level 3 | $ 0 | ||||
Transfers out of Level 3 | 0 | ||||
Change in fair value of derivative liabilities | $ 2,170,670 | $ 3,848,000 | $ 7,255,330 | $ 1,828,670 | |
Recurring [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liabilities | 296,000 | 296,000 | $ 7,551,330 | ||
Recurring [Member] | Public Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liabilities | 138,000 | 138,000 | 3,496,000 | ||
Recurring [Member] | Private Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liabilities | 158,000 | 158,000 | 4,055,330 | ||
Recurring [Member] | Forward Purchase Agreement [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liabilities | 0 | 0 | 0 | ||
Recurring [Member] | Money Market Funds [Member] | |||||
Assets [Abstract] | |||||
Investments held in the Trust Account | 231,389,176 | 231,389,176 | 230,017,306 | ||
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liabilities | 138,000 | 138,000 | 3,496,000 | ||
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Private Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liabilities | 0 | 0 | 0 | ||
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Forward Purchase Agreement [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liabilities | 0 | 0 | 0 | ||
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Money Market Funds [Member] | |||||
Assets [Abstract] | |||||
Investments held in the Trust Account | 231,389,176 | 231,389,176 | 230,017,306 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liabilities | 0 | 0 | 0 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Private Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liabilities | 0 | 0 | 0 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Forward Purchase Agreement [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liabilities | 0 | 0 | 0 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member] | |||||
Assets [Abstract] | |||||
Investments held in the Trust Account | 0 | 0 | 0 | ||
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liabilities | 0 | 0 | 0 | ||
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liabilities | 158,000 | 158,000 | 4,055,330 | ||
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Forward Purchase Agreement [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liabilities | 0 | 0 | 0 | ||
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Money Market Funds [Member] | |||||
Assets [Abstract] | |||||
Investments held in the Trust Account | $ 0 | $ 0 | $ 0 |
Fair Value Measurements, Level
Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Probability of De-SPAC | Minimum [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.04 | 0.40 |
Probability of De-SPAC | Maximum [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.09 | 0.50 |
Warrants [Member] | Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.02 | 0.252 |
Warrants [Member] | Stock Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.9 | 9.82 |
Warrants [Member] | Risk-Free Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.04 | 0.013 |
Warrants [Member] | Dividend Yield [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0 | 0 |
Fair Value Measurements, Change
Fair Value Measurements, Change in Fair Value of Derivative Liabilities (Details) - Derivative Liabilities [Member] - USD ($) | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Unobservable Input Reconciliation [Roll Forward] | ||||||
Beginning balance | $ 1,316,670 | $ 2,001,330 | $ 4,055,330 | $ 6,004,000 | $ 9,373,330 | $ 0 |
Issuance of Public and Private Warrants | 9,228,670 | |||||
Transfer of Public Warrants to Level 1 measurement | (4,370,000) | |||||
Change in fair value of derivative liabilities | (1,158,670) | (684,660) | (2,054,000) | (2,054,000) | 1,000,670 | 144,660 |
Ending balance | $ 158,000 | $ 1,316,670 | $ 2,001,330 | $ 3,950,000 | $ 6,004,000 | $ 9,373,330 |