Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | ANDRETTI ACQUISITION CORP. | |
Entity Central Index Key | 0001843714 | |
Entity File Number | 001-41218 | |
Entity Tax Identification Number | 98-1578373 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 7615 Zionsville Road | |
Entity Address, City or Town | Indianapolis | |
Entity Address, State or Province | IN | |
Entity Address, Postal Zip Code | 46268 | |
City Area Code | 317 | |
Local Phone Number | 872-2700 | |
Trading Symbol | WNNR | |
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value | |
Security Exchange Name | NYSE | |
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, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable public warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | WNNR.U | |
Title of 12(b) Security | Units, each consisting of oneClass A ordinary share,$0.0001 par value, and one-half of one redeemable public warrant | |
Security Exchange Name | NYSE | |
Public warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | WNNR WS | |
Title of 12(b) Security | Public warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Current assets | |||
Cash | $ 807,577 | $ 0 | |
Prepaid expenses and other current assets | 614,621 | 2,049 | |
Total Current Assets | 1,422,198 | 2,049 | |
Prepaid insurance, long-term | 171,281 | 0 | |
Deferred offering costs | 0 | 595,599 | |
Marketable securities held in Trust Account | 237,155,427 | 0 | |
TOTAL ASSETS | 238,748,906 | 597,648 | |
Current liabilities | |||
Accrued expenses | 60,063 | 0 | |
Accrued offering costs | 85,000 | 342,955 | |
Advance from related party | 0 | 240,554 | |
Total Current Liabilities | 145,063 | 583,509 | |
Deferred legal fee | 28,000 | 0 | |
Deferred underwriting fee payable | 8,050,000 | 0 | |
Total Liabilities | 8,223,063 | 583,509 | |
Commitments and Contingencies (see Note 6) | |||
Class A ordinary shares subject to possible redemption; $0.0001 par value; 23,000,000 and no shares issued and outstanding at redemption value of $10.31 per share as of September 30, 2022 and December 31, 2021, respectively | 237,155,427 | 0 | |
Shareholders' (Deficit) Equity | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 | |
Additional paid-in capital | 0 | 24,425 | |
Accumulated deficit | (6,630,159) | (10,861) | |
Total Shareholders' (Deficit) Equity | (6,629,584) | 14,139 | |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | 238,748,906 | 597,648 | |
Common Class A [Member] | |||
Shareholders' (Deficit) Equity | |||
Ordinary Shares | 0 | 0 | |
Common Class B [Member] | |||
Shareholders' (Deficit) Equity | |||
Ordinary Shares | [1] | $ 575 | $ 575 |
[1]Included an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). On November 17, 2021, the Sponsor surrendered an aggregate of 1,437,500 Class B ordinary shares for no consideration, thereby reducing the aggregate number of Class B ordinary shares outstanding to 5,750,000 founder shares. All share and per-share amounts have been retroactively restated to reflect the reverse share split on Founder Shares (see Note 5). On January 22, 2022, the underwriters fully exercised their over-allotment option resulting in no forfeiture of Class B ordinary shares. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Sep. 30, 2022 |
Temporary equity, redemption price per share | $ 10.25 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued | 0 | 23,000,000 |
Temporary equity, shares outstanding | 0 | 23,000,000 |
Temporary equity, redemption price per share | $ 10.31 | $ 10.31 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 5,750,000 | 5,750,000 |
Common stock shares outstanding | 5,750,000 | 5,750,000 |
Common Class B [Member] | Over-Allotment Option [Member] | ||
Stock Issued During Period Shares Share Based Compensation Forfeited | 750,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |||
Formation costs, professional fees and general and administrative costs | $ 386,902 | $ 225 | $ 9,417 | $ 1,045,154 | ||
Loss from operations | (386,902) | (225) | (9,417) | (1,045,154) | ||
Other income: | ||||||
Interest earned on marketable securities held in Trust Account | 1,071,188 | 0 | 1,405,427 | |||
Other income, net | 1,071,188 | 1,405,427 | ||||
Net income (loss) | 684,286 | (225) | (9,417) | 360,273 | ||
Common Class A [Member] | ||||||
Other income: | ||||||
Net income (loss) | $ 547,429 | $ 0 | $ 0 | $ 284,928 | ||
Basic weighted average shares outstanding | 23,000,000 | 0 | 0 | 21,567,766 | ||
Diluted weighted average shares outstanding | 23,000,000 | 0 | 0 | 21,567,766 | ||
Basic net loss per share | $ 0.02 | $ 0 | $ 0 | $ 0.01 | ||
Diluted net loss per share | $ 0.02 | $ 0 | $ 0 | $ 0.01 | ||
Common Class B [Member] | ||||||
Other income: | ||||||
Net income (loss) | $ 136,857 | $ (225) | $ (9,417) | $ 75,345 | ||
Basic weighted average shares outstanding | 5,750,000 | 5,000,000 | [1] | 5,000,000 | [1] | 5,703,297 |
Diluted weighted average shares outstanding | 5,750,000 | 5,000,000 | [1] | 5,000,000 | [1] | 5,703,297 |
Basic net loss per share | $ 0.02 | $ 0 | $ 0 | $ 0.01 | ||
Diluted net loss per share | $ 0.02 | $ 0 | $ 0 | $ 0.01 | ||
[1]Excluded an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). On November 17, 2021, the Sponsor surrendered an aggregate of 1,437,500 Class B ordinary shares for no consideration, thereby reducing the aggregate number of Class B ordinary shares outstanding to 5,750,000 founder shares. All share and per-share amounts have been retroactively restated to reflect the reverse share split on Founder Shares (see Note 5). On January 22, 2022, the underwriters fully exercised their over-allotment option resulting in no forfeiture of Class B ordinary shares. |
Condensed Statements of Opera_2
Condensed Statements of Operations (Parenthetical) - Common Class B [Member] - USD ($) | Jan. 22, 2022 | Dec. 31, 2021 | Nov. 17, 2021 | Sep. 30, 2022 | Mar. 02, 2021 |
Common stock shares outstanding | 5,750,000 | 5,750,000 | |||
Sponsor [Member] | |||||
Stock Issued During Period Shares Share Based Compensation Forfeited | 1,437,500 | ||||
Common stock shares outstanding | 5,620,000 | 7,057,500 | |||
Over-Allotment Option [Member] | |||||
Stock Issued During Period Shares Share Based Compensation Forfeited | 0 | 750,000 | |||
Stock Issued During Period Shares Surrendered | 1,437,500 | ||||
Over-Allotment Option [Member] | Sponsor [Member] | |||||
Stock Issued During Period Shares Share Based Compensation Forfeited | 0 | ||||
Stock Issued During Period Shares Surrendered | 1,437,500 | ||||
Stock Issued During Period Value Surrendered | $ 0 | ||||
Common stock shares outstanding | 5,750,000 |
Condensed Statements of Changes
Condensed Statements of Changes In Shareholders' (Deficit) Equity - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class B [Member] | Common Class B [Member] Common Stock [Member] | |
Beginning balance at Jan. 19, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance, (in shares) at Jan. 19, 2021 | 0 | |||||
Issuance of Class B ordinary shares to Sponsor | [1] | 25,000 | 24,425 | 0 | $ 575 | |
Issuance of Class B ordinary shares to Sponsor (in shares) | [1] | 5,750,000 | ||||
Net income (loss) | (5,000) | 0 | (5,000) | $ 0 | ||
Ending balance at Mar. 31, 2021 | 20,000 | 24,425 | (5,000) | $ 575 | ||
Ending balance, (in shares) at Mar. 31, 2021 | 5,750,000 | |||||
Beginning balance at Jan. 19, 2021 | 0 | 0 | 0 | $ 0 | ||
Beginning balance, (in shares) at Jan. 19, 2021 | 0 | |||||
Net income (loss) | (9,417) | $ (9,417) | ||||
Ending balance at Sep. 30, 2021 | 15,583 | 24,425 | (9,417) | $ 575 | ||
Ending balance, (in shares) at Sep. 30, 2021 | 5,750,000 | |||||
Beginning balance at Mar. 31, 2021 | 20,000 | 24,425 | (5,000) | $ 575 | ||
Beginning balance, (in shares) at Mar. 31, 2021 | 5,750,000 | |||||
Net income (loss) | (4,192) | 0 | (4,192) | $ 0 | ||
Ending balance at Jun. 30, 2021 | 15,808 | 24,425 | (9,192) | $ 575 | ||
Ending balance, (in shares) at Jun. 30, 2021 | 5,750,000 | |||||
Net income (loss) | (225) | (225) | (225) | |||
Ending balance at Sep. 30, 2021 | 15,583 | 24,425 | (9,417) | $ 575 | ||
Ending balance, (in shares) at Sep. 30, 2021 | 5,750,000 | |||||
Beginning balance at Dec. 31, 2021 | 14,139 | 24,425 | (10,861) | $ 575 | ||
Beginning balance, (in shares) at Dec. 31, 2021 | 5,750,000 | |||||
Sale of 13,550,000 Private Placement Warrants | 13,550,000 | 13,550,000 | ||||
Proceeds allocated to Public Warrants | 6,440,000 | 6,440,000 | ||||
Forfeiture of Class B shares by Sponsor for reissuance to Anchor Investor | 143 | $ (143) | ||||
Forfeiture of Class B shares by Sponsor for reissuance to Anchor Investor (in shares) | (1,430,923) | |||||
Purchase of Class B shares by Anchor Investor including excess fair value over purchase price | 10,409,031 | 10,408,888 | $ 143 | |||
Purchase of Class B shares by Anchor Investor including excess fair value over purchase price (in shares) | 1,430,923 | |||||
Value of transaction costs allocated to fair value equity instruments | (707,430) | (707,430) | ||||
Accretion for Class A ordinary shares to redemption amount | (35,290,170) | (29,716,026) | (5,574,144) | |||
Net income (loss) | (276,453) | (276,453) | ||||
Ending balance at Mar. 31, 2022 | (5,860,883) | 0 | (5,861,458) | $ 575 | ||
Ending balance, (in shares) at Mar. 31, 2022 | 5,750,000 | |||||
Beginning balance at Dec. 31, 2021 | 14,139 | 24,425 | (10,861) | $ 575 | ||
Beginning balance, (in shares) at Dec. 31, 2021 | 5,750,000 | |||||
Net income (loss) | 360,273 | 75,345 | ||||
Ending balance at Sep. 30, 2022 | (6,629,584) | 0 | (6,630,159) | $ 575 | ||
Ending balance, (in shares) at Sep. 30, 2022 | 5,750,000 | |||||
Beginning balance at Mar. 31, 2022 | (5,860,883) | 0 | (5,861,458) | $ 575 | ||
Beginning balance, (in shares) at Mar. 31, 2022 | 5,750,000 | |||||
Accretion for Class A ordinary shares to redemption amount | (334,239) | 0 | (334,239) | |||
Net income (loss) | (47,560) | (47,560) | ||||
Ending balance at Jun. 30, 2022 | (6,242,682) | 0 | (6,243,257) | $ 575 | ||
Ending balance, (in shares) at Jun. 30, 2022 | 5,750,000 | |||||
Accretion for Class A ordinary shares to redemption amount | (1,071,188) | (1,071,188) | ||||
Net income (loss) | 684,286 | 684,286 | $ 136,857 | |||
Ending balance at Sep. 30, 2022 | $ (6,629,584) | $ 0 | $ (6,630,159) | $ 575 | ||
Ending balance, (in shares) at Sep. 30, 2022 | 5,750,000 | |||||
[1]Included an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). On November 17, 2021, the Sponsor surrendered an aggregate of 1,437,500 Class B ordinary shares for no consideration, thereby reducing the aggregate number of Class B ordinary shares outstanding to 5,750,000 founder shares. All share and per-share amounts have been retroactively restated to reflect the reverse share split on Founder Shares (see Note 5). On January 22, 2022, the underwriters fully exercised their over-allotment option resulting in no forfeiture of Class B ordinary shares. |
Condensed Statements of Chang_2
Condensed Statements of Changes In Shareholders' (Deficit) Equity (Parenthetical) - USD ($) | 3 Months Ended | |||||
Jan. 22, 2022 | Dec. 31, 2021 | Nov. 17, 2021 | Mar. 31, 2022 | Sep. 30, 2022 | Mar. 02, 2021 | |
Common Class B [Member] | ||||||
Common Stock Shares Outstanding | 5,750,000 | 5,750,000 | ||||
Common Class B [Member] | Sponsor [Member] | ||||||
Stock Issued During Period Shares Share Based Compensation Forfeited | 1,437,500 | |||||
Common Stock Shares Outstanding | 5,620,000 | 7,057,500 | ||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||
Stock Issued During Period Shares Share Based Compensation Forfeited | 0 | 750,000 | ||||
Stock Issued During Period Shares Surrendered | 1,437,500 | |||||
Common Class B [Member] | Over-Allotment Option [Member] | Sponsor [Member] | ||||||
Stock Issued During Period Shares Share Based Compensation Forfeited | 0 | |||||
Stock Issued During Period Shares Surrendered | 1,437,500 | |||||
Stock Issued During Period Value Surrendered | $ 0 | |||||
Common Stock Shares Outstanding | 5,750,000 | |||||
Private Placement Warrants [Member] | ||||||
Class Of Warrant Or Rights Issued During The Period | 13,550,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 8 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (9,417) | $ 360,273 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Formation cost paid by Sponsor in exchange for issuance of Founder Shares | 5,000 | 0 |
Interest earned on marketable securities held in Trust Account | 0 | (1,405,427) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 0 | (612,572) |
Prepaid insurance, long-term | 0 | (171,281) |
Accrued expenses | 3,967 | 60,063 |
Deferred legal fee payable | 0 | 28,000 |
Net cash used in operating activities | (450) | (1,740,944) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | 0 | (235,750,000) |
Net cash used in investing activities | 0 | (235,750,000) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B ordinary shares to Anchor Investor | 0 | 6,221 |
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 225,400,000 |
Proceeds from sale of Private Placement Warrants | 0 | 13,550,000 |
Proceeds from promissory note – related party | 191,177 | 75 |
Repayment of promissory note – related party | 0 | (240,629) |
Payment of offering costs | (190,727) | (417,146) |
Net cash provided by financing activities | 450 | 238,298,521 |
Net Change in Cash | 0 | 807,577 |
Cash – Beginning of period | 0 | 0 |
Cash – End of period | 0 | 807,577 |
Non-Cash investing and financing activities: | ||
Offering costs accrued | 302,290 | 85,000 |
Offering costs paid directly by Sponsor in exchange for the issuance of Class B ordinary shares | 20,000 | 0 |
Excess fair value of Founder shares attributable to Anchor Investor | 0 | 10,402,810 |
Remeasurement of Class A ordinary shares to redemption amount | 0 | 35,290,170 |
Accretion for Class A ordinary shares to redemption amount | 0 | 1,405,427 |
Deferred underwriting fee payable | $ 0 | $ 8,050,000 |
Description of Organization And
Description of Organization And Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization And Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Andretti Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 20, 2021. The Company was incorporated for the purpose of effecting a merger, consolidation share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all the risks associated with early stage and emerging growth companies. All activity for the period from January 20, 2021 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is 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 a Business Combination, at the earliest. The Company will generate non-operating On January 18, 2022, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares” or the “Class A Ordinary Shares”), which includes the full exercise by the underwriters of its over-allotment option in the amount of 3,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 13,550,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Andretti Sponsor LLC (the “Sponsor”) and a third party institutional accredited investor (the “Sponsor Co-Investor”),generating Transaction costs amounted to $23,807,600, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $10,402,810 for the fair value of the Founder Shares attributable to the Sponsor Co-Investor Following the closing of the Initial Public Offering on January 18, 2022, an amount of $235,750,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 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 the Private Placement Warrants, although substantially all the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares 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, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.25 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required 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 Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company’s Amended and Restated Memorandum and Articles of Association provides that the Company has (i) the 18-month 21-month 24-month, ten per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.25). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) 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 to below the lesser of (1) $10.25 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.25 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 COVID-19 Going Concern Consideration As of September 30, 2022, we had cash of $807,577 and working capital of $1,277,135. Until the consummation of a Business Combination, the Company will be using the funds held outside the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, reviewing corporate documents and material agreements of prospective target businesses, and structuring, negotiating and completing a Business Combination. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”)2014-15, |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 8-K, Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At September 30, 2022, all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. As of December 31, 2021, there were no funds deposited in the Trust Account. Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”)340-10-S99-1 Co-Investor paid-in Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” (“ASC 480”) Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable 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’(deficit) equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by charges against additional paid in capital and accumulated deficit. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,500,000 Class A ordinary shares in the aggregate. As of September 30, 2022, the Company had dilutive securities that are Public Warrants that could potentially be exercised into ordinary shares and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss)loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended September 30, Nine Months Ended For the Period from January 20, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 547,429 $ 136,857 $ — $ (225 ) $ 284,928 $ 75,345 $ — $ (9,417 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 — 5,000,000 21,567,766 5,703,297 — 5,000,000 Basic and diluted net income (loss) per ordinary share $ 0.02 $ 0.02 $ — $ (0.00 ) $ 0.01 $ 0.01 $ — $ (0.00 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon further review of the warrant agreements, management concluded that the Public Warrants and Private Placement Warrants to be issued pursuant to the warrant agreements qualify for equity accounting treatment. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company has not experienced losses on this account. Share-Based Compensation The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Public Offering | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which included a full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-half |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Sponsor Co-Investor |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 28, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B Ordinary Shares (the “Founder Shares”). On March 2, 2021, the Sponsor transferred 30,000 Founder Shares to Cassandra S. Lee for the consideration of $104.35 (approximately $0.003 per share) and 25,000 Founder Shares to each of Zakary C. Brown, James W. Keyes, Gerald D. Putnam and John J. Romanelli, in each case for the consideration of $86.96 (approximately $0.003 per Founder Share), resulting in the Sponsor holding 7,057,500 Founder Shares. On November 17, 2021, the Sponsor surrendered an aggregate of 1,437,500 Founder Shares for no consideration, thereby reducing the aggregate number of Founder Shares held by the Sponsor to 5,620,000 Founder Shares. Immediately prior to the Initial Public Offering, the Sponsor forfeited 1,430,923 Founder Shares in connection with the issuance of Founder Shares to the Sponsor Co-Investor. The Company entered into agreements with the Sponsor Co-Investor, Co-Investor Co-Investor Co-Investor Subject to the Sponsor Co-Investor Co-Investor Co-Investor The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Administrative Services Agreement The Company entered into an agreement commencing on January 12, 2022 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a sum of up to $15,000 per month for office space and secretarial and administrative services. For the three and nine months ended September 30, 2022, the Company incurred and paid $45,000 and $128,710 in fees for these services. For the three months ended September 30, 2021 and for the period from January 20, 2021 (inception) through September 30, 2021, the Company did not incur any fees for these services. Promissory Note — Related Party On January 28, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On December 17, 2021, the Company and the Sponsor agreed to amend the Promissory Note to increase the aggregate principal amount of the Promissory Note to $400,000 and to change the date by which the Promissory Note was payable. The Promissory Note, as amended, was non-interest Related Party Loans 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company has no outstanding borrowings under the Working Capital Loans. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Pursuant to a registration and shareholder rights agreement entered into on January 12, 2022, the holders of the Founder Shares, Private Placement Warrants and any 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 the Working Capital Loans) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provide that no sales of these securities will be effected until after the expiration of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Consulting Agreement On February 16, 2021, the Company entered into a consulting agreement with a service provider, to provide investor and media relations support in connection with the search for a potential Business Combination. The fees in connection with the services rendered are expensed as incurred. In connection with the consulting agreement, a success fee of $250,000 is due and payable solely upon successful completion of a Business Combination. Legal Fees As of September 30, 2022, the Company had a total of $28,000 of deferred legal fees to be paid to the Company’s legal advisors upon consummation of the Business Combination, which is included in the accompanying condensed balance sheet as of September 30, 2022. As of December 31, 2021, there were no deferred legal fees accrued. |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' (Deficit) Equity | NOTE 7. SHAREHOLDERS’ (DEFICIT) EQUITY Preference Shares — Class A Ordinary Shares— Class B Ordinary Shares— Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A Ordinary Shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. In connection with a Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The Class B ordinary shares will automatically convert into Class A Ordinary Shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. Warrants— The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a warrant unless the Class A Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. While the Company has registered the Class A Ordinary Shares issuable upon exercise of the Public Warrants under the Securities Act as part of the registration statement of which this prospectus forms a part, the Company does not plan on keeping a prospectus current until required to pursuant to the public warrant agreement. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the closing a Business Combination and to maintain the effectiveness of such post-effective amendment or registration statement and a current prospectus relating thereto until the expiration or redemption of the Public Warrants in accordance with the provisions of the public warrant agreement. If such post-effective amendment or registration statement covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of a Business Combination, holders of the Public Warrants may, until such time as there is an effective post-effective amendment or registration statement and during any other period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Public Warrants and (y) use its commercially reasonable efforts to register or qualify for sale the Class A Ordinary Shares issuable upon exercise of the warrants under the blue sky laws to the extent an exemption is not available. Redemption of Public Warrants. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption to each Public Warrant holder; and • if, and only if, the last reported sale price of the Class A Ordinary Shares has been at least $18.00 per share (subject to adjustment in compliance with the public warrant agreement) for any ten 20-trading-day The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Public Warrants, multiplied by the excess of the “fair market value” (as defined below) of the Class A Ordinary Shares over the exercise price of the Public Warrants by (y) the “fair market value.” Solely for purposes of this paragraph, the “fair market value” means the volume-weighted average last reported sale price of the Class A Ordinary Shares as reported for the ten 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or holders of the Class B ordinary shares or their respective affiliates, without taking into account any Founder Shares held by the Sponsor, holders of the Class B ordinary shares 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of its Class A Ordinary Shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, 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 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of September 30, 2022 there are 13,550,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable. The warrant agreements contain a provision wherein warrant holders can receive an “alternative issuance” (as defined in the applicable warrant agreement), including as a result of a tender offer that constitutes a change of control. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 237,155,427 $ — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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 condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 8-K, |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2022, all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. As of December 31, 2021, there were no funds deposited in the Trust Account. |
Offering Costs | Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”)340-10-S99-1 Co-Investor paid-in |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” (“ASC 480”) Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable 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’(deficit) equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by charges against additional paid in capital and accumulated deficit. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,500,000 Class A ordinary shares in the aggregate. As of September 30, 2022, the Company had dilutive securities that are Public Warrants that could potentially be exercised into ordinary shares and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss)loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended September 30, Nine Months Ended For the Period from January 20, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 547,429 $ 136,857 $ — $ (225 ) $ 284,928 $ 75,345 $ — $ (9,417 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 — 5,000,000 21,567,766 5,703,297 — 5,000,000 Basic and diluted net income (loss) per ordinary share $ 0.02 $ 0.02 $ — $ (0.00 ) $ 0.01 $ 0.01 $ — $ (0.00 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Warrant Instruments | Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon further review of the warrant agreements, management concluded that the Public Warrants and Private Placement Warrants to be issued pursuant to the warrant agreements qualify for equity accounting treatment. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company has not experienced losses on this account. |
Share-Based Compensation | Share-Based Compensation The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended September 30, Nine Months Ended For the Period from January 20, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 547,429 $ 136,857 $ — $ (225 ) $ 284,928 $ 75,345 $ — $ (9,417 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 — 5,000,000 21,567,766 5,703,297 — 5,000,000 Basic and diluted net income (loss) per ordinary share $ 0.02 $ 0.02 $ — $ (0.00 ) $ 0.01 $ 0.01 $ — $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value On a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 237,155,427 $ — |
Description of Organization A_2
Description of Organization And Business Operations - Additional Information (Detail) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Jan. 18, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Date of incorporation | Jan. 20, 2021 | ||||
Proceeds from issuance initial public offering | $ 0 | $ 225,400,000 | |||
Proceeds from sale of private placement warrants | 0 | 13,550,000 | |||
Deferred underwriting fee payable | 0 | 8,050,000 | |||
Fair value of founder shares in excess attributable to anchor investor | 0 | 10,402,810 | |||
Payments to acquire restricted investments | $ 0 | $ 235,750,000 | |||
Temporary equity, redemption price per share | $ 10.25 | ||||
Banking regulation, mortgage banking, net worth, minimum | $ 5,000,001 | ||||
Percentage of public shares that can be transferred without any restriction | 15% | ||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | ||||
Period from the closing of the initial public offering within which business combination shall be completed | 18 months | ||||
Number of days within which the public shares shall be redeemed | 10 days | ||||
Expenses payable on dissolution | $ 100,000 | ||||
Net asset value per share | $ 10.25 | ||||
Cash | $ 807,577 | $ 0 | |||
Working Capital | $ 1,277,135 | ||||
Maximum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Period from the closing of the initial public offering within which business combination shall be completed, extended term | 24 months | ||||
Minimum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Prospective assets of acquire as a percentage of fair value of assets in the trust account | 80% | ||||
Equity method investment, ownership percentage | 50% | ||||
Period from the closing of the initial public offering within which business combination shall be completed, extended term | 21 months | ||||
Private Placement Warrants [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Class of warrant or rights issued during the period | 13,550,000 | ||||
IPO [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Deferred offering costs | $ 23,807,600 | ||||
Underwriting fees | 4,600,000 | ||||
Deferred underwriting fee payable | 8,050,000 | ||||
Fair value of founder shares in excess attributable to anchor investor | 10,402,810 | ||||
Other offering costs | $ 754,790 | ||||
Payments to acquire restricted investments | $ 235,750,000 | ||||
Sale of stock, price per share | $ 10.25 | ||||
Term of restricted investments | 185 days | ||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Class of warrant or rights issued during the period | 13,550,000 | ||||
Class of warrants or rights issue price per share | $ 1 | ||||
Proceeds from sale of private placement warrants | $ 13,550,000 | ||||
Public Shares [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Share price | $ 10.25 | ||||
Public Shares [Member] | Share Price Less Than Ten Point Twenty Five [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Share price | $ 10.25 | ||||
Public Shares [Member] | IPO [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Stock issued during period, shares, new issues | 23,000,000 | ||||
Proceeds from issuance initial public offering | $ 230,000,000 | ||||
Public Shares [Member] | Over-Allotment Option [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Stock issued during period, shares, new issues | 3,000,000 | ||||
Shares issued, price per share | $ 10 |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |||
Numerator: | ||||||||||
Allocation of net income (loss), as adjusted | $ (5,000) | $ 684,286 | $ (47,560) | $ (276,453) | $ (225) | $ (4,192) | $ (9,417) | $ 360,273 | ||
Common Class A [Member] | ||||||||||
Numerator: | ||||||||||
Allocation of net income (loss), as adjusted | $ 547,429 | $ 0 | $ 0 | $ 284,928 | ||||||
Denominator: | ||||||||||
Basic weighted average shares outstanding | 23,000,000 | 0 | 0 | 21,567,766 | ||||||
Diluted weighted average shares outstanding | 23,000,000 | 0 | 0 | 21,567,766 | ||||||
Basic net income (loss) per ordinary share | $ 0.02 | $ 0 | $ 0 | $ 0.01 | ||||||
Diluted net income (loss) per ordinary share | $ 0.02 | $ 0 | $ 0 | $ 0.01 | ||||||
Common Class B [Member] | ||||||||||
Numerator: | ||||||||||
Allocation of net income (loss), as adjusted | $ 136,857 | $ (225) | $ (9,417) | $ 75,345 | ||||||
Denominator: | ||||||||||
Basic weighted average shares outstanding | 5,750,000 | 5,000,000 | [1] | 5,000,000 | [1] | 5,703,297 | ||||
Diluted weighted average shares outstanding | 5,750,000 | 5,000,000 | [1] | 5,000,000 | [1] | 5,703,297 | ||||
Basic net income (loss) per ordinary share | $ 0.02 | $ 0 | $ 0 | $ 0.01 | ||||||
Diluted net income (loss) per ordinary share | $ 0.02 | $ 0 | $ 0 | $ 0.01 | ||||||
[1]Excluded an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). On November 17, 2021, the Sponsor surrendered an aggregate of 1,437,500 Class B ordinary shares for no consideration, thereby reducing the aggregate number of Class B ordinary shares outstanding to 5,750,000 founder shares. All share and per-share amounts have been retroactively restated to reflect the reverse share split on Founder Shares (see Note 5). On January 22, 2022, the underwriters fully exercised their over-allotment option resulting in no forfeiture of Class B ordinary shares. |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Cash equivalents | $ 0 | $ 0 | |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | $ 0 | |
Tax provision | 0 | ||
Cash, FDIC insured amount | 250,000 | ||
Deferred under writing fees payable | $ 0 | 8,050,000 | |
Fair value of founder shares in excess attributable to anchor investor | $ 0 | $ 10,402,810 | |
Period to exercise warrants after business combination | 30 days | ||
IPO [Member] | |||
Deferred offering costs | $ 23,807,600 | ||
Underwriting Fees | 4,600,000 | ||
Deferred under writing fees payable | 8,050,000 | ||
Fair value of founder shares in excess attributable to anchor investor | 10,402,810 | ||
Other offering costs | $ 754,790 | ||
Common Class A [Member] | |||
Class of warrant or right, Number of securities called by warrants or rights | 11,500,000 |
Public Offering - Additional I
Public Offering - Additional Information (Detail) - Common Class A [Member] | Jan. 18, 2022 $ / shares shares |
Public Warrant [Member] | |
Class of warrant or right, number of securities called by each warrant or right | 1 |
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.5 |
IPO [Member] | |
Stock issued during period, Shares | 23,000,000 |
Shares issued, price per share | $ / shares | $ 10 |
Common stock, conversion basis | Each Unit consists of one Class A Ordinary Share and one-half of one redeemable public warrant (“Public Warrant”). |
Over-Allotment Option [Member] | |
Stock issued during period, Shares | 3,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Jan. 18, 2022 | Mar. 31, 2022 | |
Proceeds from issuance of warrants | $ 6,440,000 | |
The Sponsor And Sponsor Co Investor [Member] | Private Placement [Member] | Private Placement Warrants [Member] | ||
Class of warrant or right warrants issued during period warrants | 13,550,000 | |
Class of warrant or right warrants issued during period price per warrant | $ 1 | |
Proceeds from issuance of warrants | $ 13,550,000 | |
Common Class A [Member] | Private Placement Warrants [Member] | ||
Class of warrant or right, number of securities called by each warrant or right | 1 | |
Class of warrant or right, exercise price of warrants or rights | $ 11.5 |
Related Party Transactions - A
Related Party Transactions - Additional Information (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||||||||
Jan. 18, 2022 | Nov. 17, 2021 | Mar. 02, 2021 | Jan. 28, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Jan. 12, 2022 | Dec. 31, 2021 | Dec. 17, 2021 | ||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during the period value for services | [1] | $ 25,000 | |||||||||||
Repayment of related party debt | $ 240,629 | $ 0 | $ 240,629 | ||||||||||
Bank overdraft | $ 0 | $ 0 | $ 0 | ||||||||||
Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during the period value for services | $ 25,000 | ||||||||||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | ||||||||||
Sponsor [Member] | Adminsitrative Services [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party transaction expenses payable per month | $ 15,000 | ||||||||||||
Related party transaction selling general and administrative expenses | $ 45,000 | $ 0 | $ 0 | $ 128,710 | |||||||||
Sponsor [Member] | Unsecured Promissory Note Issued To Related Party [Member] | Amendement To The Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument face value | $ 300,000 | $ 400,000 | |||||||||||
Sponsor [Member] | Working Capital Loan [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Working capital loan convertible into warrants | $ 1,500,000 | $ 1,500,000 | |||||||||||
Debt instrument conversion price per share | $ 1 | $ 1 | |||||||||||
Sponsor [Member] | Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during the period shares for services | 7,187,500 | ||||||||||||
Common stock shares outstanding | 5,620,000 | 7,057,500 | |||||||||||
Share based compensation stock shares forfeited during the period | 1,437,500 | ||||||||||||
Sponsor [Member] | Common Class B [Member] | Condition For The Transfer Of Founder Shares Before The Lock In Period [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Lock in period of shares one | 1 year | ||||||||||||
Share price | 12 | $ 12 | |||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||||
Aggregate number of trading days for determining the share price | 30 days | ||||||||||||
Lock in period for shares two | 150 days | ||||||||||||
Sponsor [Member] | Common Class B [Member] | Sponsor Co Investor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during the period shares for services | 1,430,923 | ||||||||||||
Inter se transfer of shares value per share | $ 0.0043 | $ 0.0043 | |||||||||||
Percentage of outstanding shares | 25% | 25% | |||||||||||
Class of warrants or rights issued during the period units | 3,450,000 | ||||||||||||
Maximum percentage of shares issued to related party that may be transferred inter se | 100% | 100% | |||||||||||
Equity fair value | $ 10,402,810 | $ 10,402,810 | |||||||||||
Fair value per share | $ 7.27 | $ 7.27 | |||||||||||
Cassandra S Lee [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Inter se transfer of shares | 30,000 | ||||||||||||
Inter se transfer of shares value | $ 104.35 | ||||||||||||
Inter se transfer of shares value per share | $ 0.003 | ||||||||||||
Zakary C Brown [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Inter se transfer of shares | 25,000 | ||||||||||||
Inter se transfer of shares value | $ 86.96 | ||||||||||||
Inter se transfer of shares value per share | $ 0.003 | ||||||||||||
James W Keyes [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Inter se transfer of shares | 25,000 | ||||||||||||
Inter se transfer of shares value | $ 86.96 | ||||||||||||
Inter se transfer of shares value per share | $ 0.003 | ||||||||||||
Gerald D Putnam [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Inter se transfer of shares | 25,000 | ||||||||||||
Inter se transfer of shares value | $ 86.96 | ||||||||||||
Inter se transfer of shares value per share | $ 0.003 | ||||||||||||
Johan J Romanelli [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Inter se transfer of shares | 25,000 | ||||||||||||
Inter se transfer of shares value | $ 86.96 | ||||||||||||
Inter se transfer of shares value per share | $ 0.003 | ||||||||||||
[1]Included an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). On November 17, 2021, the Sponsor surrendered an aggregate of 1,437,500 Class B ordinary shares for no consideration, thereby reducing the aggregate number of Class B ordinary shares outstanding to 5,750,000 founder shares. All share and per-share amounts have been retroactively restated to reflect the reverse share split on Founder Shares (see Note 5). On January 22, 2022, the underwriters fully exercised their over-allotment option resulting in no forfeiture of Class B ordinary shares. |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Other Commitments [Line Items] | ||
Deferred underwriting commission payable current | $ 8,050,000 | |
Deferred underwriting commission payable per share | $ 0.35 | |
Deferred legal fee | $ 28,000 | $ 0 |
Consulting Services Agreement [Member] | ||
Other Commitments [Line Items] | ||
Success fee payable upon the consummation of business combination | $ 250,000 |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity - Additional Information (Detail) | 9 Months Ended | |
Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares outstanding | 0 | 0 |
Preferred stock shares issued | 0 | 0 |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Class of warrant or right, outstanding | 11,500,000 | |
Class of warrants or rights period after which the warrants or rights are exercisable | 30 days | |
Class of warrants or rights period of expiry | 5 years | |
Period within which amendment to the registration statement shall be filed from the date of consummation of business combination | 20 days | |
Period within which amendment to the registration statement shall be effective from the date of consummation of business combination | 60 days | |
Class of warrants or rights redemption price per unit | $ / shares | $ 0.01 | |
Class of warrants or rights minimum notice period to be given to warrant holders before redemption | 30 days | |
Number of consecutive trading days for determining the volume weighted average share price | 10 days | |
Public Warrants [Member] | Event Triggering The Redemption Of Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Share price | $ / shares | $ 18 | |
Number of trading days for determining the share price | 10 days | |
Number of consecutive trading days for determining the share price | 20 days | |
Public Warrants [Member] | Event Triggering The Excerciee Price Of Warrants [Member] | ||
Class of Stock [Line Items] | ||
Share price | $ / shares | $ 18 | |
Shares issued, price per share | $ / shares | $ 9.2 | |
Percentage of proceeds used or to be used for the consummation of business combination | 60% | |
Number of trading days for determining the volume weighted average price of shares | 20 days | |
Volume weighted average price of shares | $ / shares | $ 9.2 | |
Exercise price of warrants as a percentage of market value of shares | 115% | |
Exercise price of warrants as a percentage of issue price of shares | 115% | |
Share redemption trigger price as a percentage of market value of shares | 180% | |
Share redemption trigger price as a percentage of issue price of shares | 180% | |
Private Warrants [Member] | ||
Class of Stock [Line Items] | ||
Class of warrant or right, outstanding | 13,550,000 | |
Class of warrants or rights lock in period | 30 days | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Temporary equity, shares outstanding | 23,000,000 | 0 |
Common stock shares number of votes per share | 1 | |
Common Class A [Member] | Founder [Member] | Maximum [Member] | ||
Class of Stock [Line Items] | ||
Percentage of shares outstanding on conversion from one class to another | 20% | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 5,750,000 | 5,750,000 |
Common stock shares outstanding | 5,750,000 | 5,750,000 |
Common stock shares number of votes per share | 1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value On a Recurring Basis (Detail) | Sep. 30, 2022 USD ($) |
Marketable Securities Held in Trust Account [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets | $ 237,155,427 |