NET Power (NPWR) S-4 22 Dec 22 Registration of securities issued in business combination transactions Financial data

Document And Entity Information

Document And Entity Information	9 Months Ended
	Sep. 30, 2022
Document Information Line Items
Entity Registrant Name	RICE ACQUISITION CORP. II
Document Type	S-4
Amendment Flag	false
Entity Central Index Key	0001845437
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	E9

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 2,009,523	$ 2,570,409
Due from related party	7,960	7,960
Prepaid expenses	395,644	746,720
Total current assets	2,413,127	3,325,089
Investments held in Trust Account	347,036,376	345,044,341
Total Assets	349,449,503	348,369,430
Current liabilities:
Accounts payable	62,590	143,405
Accrued expenses	1,473,197	375,918
Total current liabilities	1,535,787	519,323
Deferred underwriting commissions in connection with the initial public offering	11,721,500	11,721,500
Derivative warrant liabilities	7,169,600	30,077,750
Total liabilities	20,426,887	42,318,573
Commitments and Contingencies
Class A ordinary shares subject to possible redemption	346,910,376	345,000,000
Shareholders’ Deficit:
Preference shares value
Class A ordinary shares value
Class B ordinary shares value	863	863
Additional paid-in capital
Accumulated deficit	(18,381,260)	(38,559,114)
Total Rice Acquisition Corp. II deficit	(18,380,397)	(38,558,251)
Non-controlling interest in subsidiary	492,637	(390,892)
Total shareholders’ deficit	(17,887,760)	(38,949,143)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$ 349,449,503	$ 348,369,430

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, authorized	1,000,000	1,000,000
Preference shares, issued
Preference shares, outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares subject to possible redemption shares, issued	34,500,000	34,500,000
Ordinary shares subject to possible redemption shares, outstanding	34,500,000	34,500,000
Ordinary shares subject to possible redemption, per share (in Dollars per share)	$ 10.06	$ 10
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	300,000,000	300,000,000
Ordinary shares, issued	2,500	2,500
Ordinary shares, outstanding	2,500	2,500
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	30,000,000	30,000,000
Ordinary shares, issued	8,625,000	8,625,000
Ordinary shares, outstanding	8,625,000	8,625,000

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
General and administrative expenses	$ 1,122,613	$ 226,939	$ 408,721	$ 1,838,426	$ 632,131
General and administrative expenses – related party	30,000	35,000	35,000	90,000	65,000
Loss from operations	(1,152,613)	(261,939)	(443,721)	(1,928,426)	(697,131)
Other income (expenses):
Change in fair value of derivative warrant liabilities	(1,229,260)	(5,314,260)	(8,819,510)	22,908,150	(6,742,750)
Interest earned on investments held in Trust Account	1,523,302	8,698	9,643	1,992,035	18,341
Offering costs associated with derivative warrant liabilities			(592,641)		(592,641)
Loss upon issuance of Private Placement Warrants			(2,175,000)		(2,175,000)
Net income (loss)	(858,571)	(5,567,501)	(12,021,229)	22,971,759	(10,189,181)
Net income (loss) attributable to non-controlling interest in subsidiary	(33,022)	(214,135)	(462,355)	883,529	(391,892)
Net income (loss) attributable to Rice Acquisition Corp. II	$ (825,549)	$ (5,353,366)	$ (11,558,874)	$ 22,088,230	$ (9,797,289)
Class A Ordinary Shares
Other income (expenses):
Weighted average shares outstanding of ordinary shares (in Shares)	34,502,500	34,502,500	15,549,710	34,502,500	20,412,350
Basic and diluted net income (loss) per share (in Dollars per share)	$ (0.02)	$ (0.12)	$ (0.49)	$ 0.51	$ (0.35)
Class B Ordinary Shares
Other income (expenses):
Weighted average shares outstanding of ordinary shares (in Shares)	8,625,000	8,625,000	8,005,601	8,625,000	7,984,399
Basic and diluted net income (loss) per share (in Dollars per share)	$ (0.02)	$ (0.12)	$ (0.49)	$ 0.51	$ (0.35)

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Class A Ordinary Shares
Weighted average shares outstanding of ordinary shares	34,502,500	34,502,500	15,549,710	34,502,500	20,412,350
Basic and diluted net income (loss) per share	$ (0.02)	$ (0.12)	$ (0.49)	$ 0.51	$ (0.35)
Class B Ordinary Shares
Weighted average shares outstanding of ordinary shares	8,625,000	8,625,000	8,005,601	8,625,000	7,984,399
Basic and diluted net income (loss) per share	$ (0.02)	$ (0.12)	$ (0.49)	$ 0.51	$ (0.35)

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-In Capital	Accumulated Deficit	Non-controlling Interest in Subsidiary	Total
Balance at Feb. 01, 2021
Balance (in Shares) at Feb. 01, 2021
Issuance of Class A and Class B ordinary shares to Sponsor		$ 863	24,137			25,000
Issuance of Class A and Class B ordinary shares to Sponsor (in Shares)	2,500	8,625,000
Issuance of Units in subsidiary to Sponsor					1,000	1,000
Net income (loss)				(33,931)	(1,357)	(35,288)
Balance at Mar. 31, 2021		$ 863	24,137	(33,931)	(357)	(9,288)
Balance (in Shares) at Mar. 31, 2021	2,500	8,625,000
Balance at Feb. 01, 2021
Balance (in Shares) at Feb. 01, 2021
Net income (loss)						(12,021,229)
Balance at Sep. 30, 2021		$ 863		(40,320,699)	(461,355)	(40,781,191)
Balance (in Shares) at Sep. 30, 2021	2,500	8,625,000
Balance at Feb. 01, 2021
Balance (in Shares) at Feb. 01, 2021
Accretion of Class A ordinary shares subject to possible redemption to redemption value			(24,137)	(28,761,825)		(28,785,962)
Issuance of Class A and Class B ordinary shares to Sponsor		$ 863	24,137			25,000
Issuance of Class A and Class B ordinary shares to Sponsor (in Shares)	2,500	8,625,000
Issuance of Units in subsidiary to Sponsor					1,000	1,000
Net income (loss)				(9,797,289)	(391,892)	(10,189,181)
Balance at Dec. 31, 2021		$ 863		(38,559,114)	(390,892)	(38,949,143)
Balance (in Shares) at Dec. 31, 2021	2,500	8,625,000
Balance at Mar. 31, 2021		$ 863	24,137	(33,931)	(357)	(9,288)
Balance (in Shares) at Mar. 31, 2021	2,500	8,625,000
Accretion of Class A ordinary shares subject to possible redemption to redemption value			(24,137)	(28,761,825)		(28,785,962)
Net income (loss)				(6,171,577)	(246,863)	(6,418,440)
Balance at Jun. 30, 2021		$ 863		(34,967,333)	(247,220)	(35,213,690)
Balance (in Shares) at Jun. 30, 2021	2,500	8,625,000
Net income (loss)				(5,353,366)	(214,135)	(5,567,501)
Balance at Sep. 30, 2021		$ 863		(40,320,699)	(461,355)	(40,781,191)
Balance (in Shares) at Sep. 30, 2021	2,500	8,625,000
Balance at Dec. 31, 2021		$ 863		(38,559,114)	(390,892)	(38,949,143)
Balance (in Shares) at Dec. 31, 2021	2,500	8,625,000
Net income (loss)				16,896,518	675,861	17,572,379
Balance at Mar. 31, 2022		$ 863		(21,662,596)	284,969	(21,376,764)
Balance (in Shares) at Mar. 31, 2022	2,500	8,625,000
Balance at Dec. 31, 2021		$ 863		(38,559,114)	(390,892)	(38,949,143)
Balance (in Shares) at Dec. 31, 2021	2,500	8,625,000
Net income (loss)						22,971,759
Balance at Sep. 30, 2022		$ 863		(18,381,260)	492,637	(17,887,760)
Balance (in Shares) at Sep. 30, 2022	2,500	8,625,000
Balance at Mar. 31, 2022		$ 863		(21,662,596)	284,969	(21,376,764)
Balance (in Shares) at Mar. 31, 2022	2,500	8,625,000
Net income (loss)				6,017,261	240,690	6,257,951
Increase in redemption value of Class A ordinary shares subject to possible redemption				(387,074)		(387,074)
Balance at Jun. 30, 2022		$ 863		(16,032,409)	525,659	(15,505,887)
Balance (in Shares) at Jun. 30, 2022	2,500	8,625,000
Net income (loss)				(825,549)	(33,022)	(858,571)
Increase in redemption value of Class A ordinary shares subject to possible redemption				(1,523,302)		(1,523,302)
Balance at Sep. 30, 2022		$ 863		$ (18,381,260)	$ 492,637	$ (17,887,760)
Balance (in Shares) at Sep. 30, 2022	2,500	8,625,000

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (12,021,229)	$ 22,971,759	$ (10,189,181)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by Sponsor in exchange for issuance of Class A and Class B ordinary shares	26,000		26,000
General and administrative expenses paid by related party under promissory note	9,360		9,360
Change in fair value of derivative warrant liabilities	8,819,510	(22,908,150)	6,742,750
Interest earned on securities held in Trust Account	(9,643)	(1,992,035)	(18,341)
Loss upon issuance of private placement warrants	2,175,000		2,175,000
Offering costs associated with warrants	592,641		592,641
Changes in operating assets and liabilities:
Due from related party			(7,960)
Prepaid expenses	(882,044)	351,076	(746,720)
Accounts payable	1,300	4,185	58,405
Accrued expenses	28,981	1,097,279	25,918
Net cash used in operating activities	(1,260,124)	(475,886)	(1,332,128)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(345,026,000)		(345,026,000)
Net cash used in investing activities	(345,026,000)		(345,026,000)
Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross	345,000,000		345,000,000
Proceeds received from private placement	10,900,000		10,900,000
Repayment of note payable to related parties			(166,587)
Offering costs paid	(6,804,876)	(85,000)	(6,804,876)
Net cash provided by (used in) financing activities	349,095,124	(85,000)	348,928,537
Net change in cash	2,809,000	(560,886)	2,570,409
Cash – beginning of the period		2,570,409
Cash – end of the period	2,809,000	2,009,523	2,570,409
Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	435,000		350,000
Offering costs paid by related party under promissory note	157,227		157,227
Deferred underwriting commissions	$ 11,721,500		$ 11,721,500

Description of Organization and

Description of Organization and Business Operations	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1. Description of Organization and Business Operations Organization and General Rice Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021. As used herein, the “Company” refers to Rice Acquisition Corp. II and its majority -owned As of September 30, 2022, the Company had not commenced any operations. All activity to date relates to the Company’s formation and the preparation for initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The Company’s sponsor is Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on June 15, 2021. On June 18, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise of the underwriters’ option to purchase an additional 4,500,000 Units to cover over -allotments Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.9 million (see Note 4). Each Private Placement Warrant is exercisable to purchase one of the Company’s Class A ordinary shares or one Class A Unit of RONI OpCo together with a corresponding non -economic Following the Initial Public Offering, the Public Shareholders (as defined below) will hold a direct economic equity ownership interest in the Company in the form of Class A ordinary shares, and an indirect ownership interest in Opco through the Company’s ownership of Class A Units of Opco. By contrast, the holders of the Company’s Founder Units and Sponsor Units (each as defined below in Note 4), including its officers and directors to the extent they hold such shares (the “Initial Shareholders”) will own direct economic interests in Opco in the form of Class B Units and a corresponding non -economic Upon the closing of the Initial Public Offering and the Private Placement, $345,026,000 of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 The Company’s management 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 of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -business The Company will provide the holders of the Company’s outstanding Class A ordinary shares, par value $0.0001 per share (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per -share If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or June 18, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share -outstanding claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering. Pursuant to the Opco LLC Agreement and a letter agreement that the Sponsor, and the Company’s officers and directors have entered into with the Company, the Sponsor, and the Company’s officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Units they hold if the Company fails to consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame). Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed consolidated financial statements. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $2.0 million in its operating bank account and working capital of approximately $0.9 million. The Company’s liquidity needs through September 30, 2022 have been satisfied through a payment of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Units (as defined in Note 4), the loan of approximately $126,000 from the Sponsor pursuant to the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note balance upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014 -15	Note 1. Description of Organization and Business Operations Organization and General Rice Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021. As used herein, “the Company” refers to Rice Acquisition Corp. II and its majority -owned As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the preparation for initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non -operating The Company’s sponsor is Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on June 15, 2021. On June 18, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise of the underwriters’ option to purchase an additional 4,500,000 Units to cover over -allotments Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.9 million (see Note 5). Each Private Placement Warrant is exercisable to purchase one of the Company’s Class A ordinary shares or one Class A Unit of RONI OpCo together with a corresponding non -economic Following the Initial Public Offering, the Public Shareholders (as defined below) will hold a direct economic equity ownership interest in the Company in the form of Class A ordinary shares, and an indirect ownership interest in Opco through the Company’s ownership of Class A Units of Opco. By contrast, the holders of our Founder Shares and Sponsor Shares (each as defined below in Note 5), including our officers and directors to the extent they hold such shares (the “Initial Shareholders”) will own direct economic interests in Opco in the form of Class B Units and a corresponding non -economic Upon the closing of the Initial Public Offering and the Private Placement, $345,026,000 of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 The Company’s management 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 of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -business The Company will provide the holders of the Company’s outstanding Class A ordinary shares, par value $0.0001 per share (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per -share If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or June 18, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share -outstanding claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering. Pursuant to the Opco LLC Agreement and a letter agreement that the Sponsor, and the Company’s officers and directors have entered into with the Company, the Sponsor, and the Company’s officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame). Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Liquidity and Capital Resources As of December 31, 2021, the Company had approximately $2.6 million in its operating bank account and working capital of approximately $2.8 million. The Company’s liquidity needs through December 31, 2021 have been satisfied through a payment of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 5), the loan of approximately $126,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note balance upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10 -K Emerging Growth Company As an emerging growth company, the Company 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 Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Principles of Consolidation and Financial Statement Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its majority -owned Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current Cash and Cash Equivalents The Company considers all short -term Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short -term Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period. The liabilities are subject to re -measurement -current 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 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, as of the Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. Under ASC 480 -10-S99 -in Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 19,525,000 ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (660,449 ) $ (165,100 ) $ (4,282,755 ) $ (1,070,611 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 34,502,500 8,625,000 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) $ (0.12 ) $ (0.12 ) For the Nine Months Ended September 30, 2022 For the Period from (inception) through September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 17,670,840 $ 4,417,390 $ (7,630,430 ) $ (3,928,444 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 15,549,710 8,005,601 Basic and diluted net income (loss) per ordinary share $ 0.51 $ 0.51 $ (0.49 ) $ (0.49 ) Income Taxes FASB ASC Topic 740 “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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 subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In June 2022, the FASB issued ASU 2022 -03 -linked Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.	Note 3. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company As an emerging growth company, the Company 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 Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Principles of Consolidation and Financial Statement Presentation The consolidated financial statements include the accounts of the Company and its majority -owned Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current Cash and Cash Equivalents The Company considers all short -term Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the consolidated balance sheet, primarily due to their short -term Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period. The liabilities are subject to re -measurement -Scholes -Scholes -current 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 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, as of the Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheet. Under ASC 480 -10-S99 -in Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 19,525,000 ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Period from Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (7,042,556 ) $ (2,754,733 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 20,412,350 7,984,399 Basic and diluted net loss per ordinary share $ (0.35 ) $ (0.35 ) Income taxes FASB ASC Topic 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from February 2, 2021 (inception) through December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent accounting standards In August 2020, the FASB issued ASU No. 2020 -06 Debt -Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -linked -06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3. Initial Public Offering On June 18, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, which included the full exercise of the underwriters’ option to purchase an additional 4,500,000 Units to cover over -allotments approximately $19.1 million, of which approximately $11.7 million and approximately $593,000 were for deferred underwriting commissions and offering costs allocated to the derivative warrant liabilities, respectively. Of the 34,500,000 Units sold, affiliates of Rice Investment Group had purchased 1,010,000 Units (the “Affiliated Units”) at the Initial Public Offering price. The underwriters did not receive any underwriting discounts or commissions on the 1,010,000 Affiliated Units. Each Unit consists of one Class A ordinary share, and one -fourth	Note 4. Initial Public Offering On June 18, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, which included the full exercise of the underwriters’ option to purchase an additional 4,500,000 Units to cover over -allotments 34,500,000 Units sold, affiliates of Rice Investment Group had purchased 1,010,000 Units (the “Affiliated Units”) at the Initial Public Offering price. The underwriters did not receive any underwriting discounts or commissions on the 1,010,000 Affiliated Units. Each Unit consists of one Class A ordinary share, and one -fourth

Related Party Transactions

Related Party Transactions	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4. Related Party Transactions Founder Units and Sponsor Units On February 10, 2021, the Sponsor received 7,187,500 Class B Units of Opco for no consideration and purchased 7,187,600 of the Company’s Class B ordinary shares, par value $0.0001, 2,500 of the Company’s Class A ordinary shares and 100 Class A Units of Opco for aggregate consideration of $26,000. Of the aggregate consideration, Opco received $1,000 for the Class A Units and the Company received $25,000 for the Class A ordinary shares and the Class B ordinary shares. The Company then subscribed for 2,500 Class A Units of Opco for $25,000. In June 2021, the Sponsor forfeited 90,000 Class B Units of Opco, and 30,000 Class B Units of Opco were issued to each of the Company’s independent director nominees. The Sponsor transferred a corresponding number of shares of the Company’s Class B ordinary shares to the Company’s independent director nominees. In June 2021, the Company effected a dividend, and Opco effected a distribution, resulting in an aggregate of 8,625,000 Class B ordinary shares and 8,624,900 Class B Units of Opco outstanding, of which the Sponsor owned 8,535,000 of the Company’s Class B ordinary shares and 8,534,900 Class B Units of Opco. The Sponsor agreed to forfeit up to 1,127,500 Founder Units to the extent that the over -allotment -allotment The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Units until the earlier to occur of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions -trading The Company refers to the 8,624,900 Class B ordinary shares and corresponding number of Class B Units of Opco (or the Class A Units of Opco into which such Class B Units will convert) collectively as the “Founder Units”. The Founder Units consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of Class B ordinary shares, which together will be exchangeable for shares of the Company’s Class A ordinary shares after the time of the initial Business Combination on a one -for-one -economic -for-one -redeemable The Class B Units of Opco will convert into Class A Units of Opco in connection with the initial Business Combination on a one -for-one -for-one -linked -exchanged -linked -linked The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Units held by them (and any Class A ordinary shares acquired upon exchange of Founder Units) until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.9 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non -redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On February 10, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on June 15, 2021, the date that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, there were $30,000 and $90,000, in fees incurred and paid under this agreement, respectively. For the three months ended September 30, 2021 and for the period from February 2, 2021 (inception) through September 30, 2021, there were $35,000 in fees incurred and paid under this agreement. There was no outstanding payable balance as of September 30, 2022 and December 31, 2021. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out -of-pocket	Note 5. Related Party Transactions Founder Shares and Sponsor Shares On February 10, 2021, the Sponsor received 7,187,500 Class B Units of Opco for no consideration and purchased 7,187,600 of the Company’s Class B ordinary shares, par value $0.0001, 2,500 of the Company’s Class A ordinary shares and 100 Class A Units of Opco for aggregate consideration of $26,000. Of the aggregate consideration, Opco received $1,000 for the Class A Units and the Company received $25,000 for the Class A ordinary shares and the Class B ordinary shares. The Company then subscribed for 2,500 Class A Units of Opco for $25,000. In June 2021, the Sponsor forfeited 90,000 Class B Units of Opco, and 30,000 Class B Units of Opco were issued to each of the Company’s independent director nominees. The Sponsor transferred a corresponding number of shares of the Company’s Class B ordinary shares to the Company’s independent director nominees. In June 2021, the Company effected a dividend, and Opco effected a distribution, resulting in an aggregate of 8,625,000 Class B ordinary shares and 8,624,900 Class B Units of Opco outstanding, of which the Sponsor owned 8,535,000 of the Company’s Class B ordinary shares and 8,534,900 Class B Units of Opco. The Sponsor agreed to forfeit up to 1,127,500 Founder Shares to the extent that the over -allotment -allotment The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions -trading The Company refers to the 8,624,900 Class B ordinary shares and corresponding number of Class B Units of Opco (or the Class A Units of Opco into which such Class B Units will convert) collectively as the “Founder Shares”. The Founder Shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of Class B ordinary shares, which together will be exchangeable for shares of the Company’s Class A ordinary shares after the time of the initial Business Combination on a one -for-one -economic -for-one -redeemable The Class B Units of Opco will convert into Class A Units of Opco in connection with the initial Business Combination on a one -for-one corresponding number of Class B ordinary shares, which together will be exchangeable for Class A ordinary shares after the time of the initial Business Combination on a one -for-one -linked -exchanged -linked -linked The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares held by them (and any Class A ordinary shares acquired upon exchange of Founder Shares) until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.9 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non -redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On February 10, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on June 15, 2021, the date that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2021, there were $65,000 in fees incurred and paid under this agreement. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out -of-pocket

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5. Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Units, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock -up Underwriting Agreement The Company granted the underwriter a 45 -day -allotments -allotment The underwriters did not earn any commissions on the 1,010,000 Affiliated Units. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.7 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $11.7 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter 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.	Note 6. Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock -up Underwriting Agreement The Company granted the underwriter a 45 -day -allotments -allotment The underwriters did not earn any commissions on the 1,010,000 Affiliated Units. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.7 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $11.7 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter 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.

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Class AOrdinary Shares Subject To Possible Redemption [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	Note 6. Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 34,502,500 Class A ordinary shares outstanding, of which 34,500,000 were subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheets. The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets are reconciled on the following table: Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (10,260,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (18,525,962 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 28,785,962 Class A ordinary shares subject to possible redemption, December 31, 2021 345,000,000 Increase in redemption value of Class A ordinary shares subject to redemption 387,074 Class A ordinary shares subject to possible redemption, June 30, 2022 345,387,074 Increase in redemption value of Class A ordinary shares subject to redemption 1,523,302 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 346,910,376	Note 7. Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 34,502,500 Class A ordinary shares outstanding, of which 34,500,000 were subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheet. The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (10,260,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (18,525,962 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 28,785,962 Class A ordinary shares subject to possible redemption $ 345,000,000

Shareholders_ Deficit

Shareholders’ Deficit	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Shareholders’ Deficit [Abstract]
Shareholders’ Deficit	Note 7. Shareholders’ Deficit Class A Ordinary Shares — Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day immediately following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Units will equal, in the aggregate, on an as -converted -linked issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity -linked Preference Shares Class A and Class B Units of Opco -for-one -for-one	Note 8. Shareholders’ Deficit Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day immediately following the consummation of the initial Business Combination 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 -linked -linked Preference Shares Class A and Class B Units of Opco -for-one with the cancellation of a corresponding number of the Company’s Class B ordinary shares) for cash or into the Company’s Class A ordinary shares after the time of an initial Business Combination on a one -for-one

Derivative Warrant Liabilities

Derivative Warrant Liabilities	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Derivative Warrant Liabilities [Abstract]
Derivative Warrant Liabilities	Note 8. Derivative Warrant Liabilities As of September 30, 2022 and December 31, 2021, the Company had 8,625,000 Public Warrants and 10,900,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five -linked Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • • • • -trading The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day Redemption of warrants for Class A ordinary shares: Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for Class A ordinary shares (except as described herein with respect to the Private Placement Warrants): • • • • The “fair market value” of a Class A ordinary share shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its respective permitted transferees, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) of that certain Warrant Agreement, dated June 15, 2021, between Continental Stock Transfer & Trust Company, the Company and Opco (the “Warrant Agreement”), (ii) will terminate as of the close initial Business Combination if any holder, other than the Company (or any of its subsidiaries), of the Class A Units of Opco associated with such Opco Warrant Rights (as defined in the Warrant Agreement) continues to hold any Class A Units of Opco (or of any successor to Opco) immediately after the close of the initial Business Combination, in which case the associated Opco Warrant Rights will not terminate, (iii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iv) shall not be redeemable by the Company for cash pursuant to Section 6.1 of the Warrant Agreement; provided, however, that in the case of (iii), the Private Placement Warrants and any Class A ordinary shares held by the Sponsor or any of its respective permitted transferees and issued upon exercise of the Private Placement Warrants or upon exchange of any Class A Units of Opco issued upon exercise of any warrants of Opco may be transferred by the holders. None of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.	Note 9. Derivative Warrant Liabilities As of December 31, 2021, the Company had 8,625,000 Public Warrants and 10,900,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five -linked Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • • • • -trading The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day Redemption of warrants for Class A ordinary shares: Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for Class A ordinary shares (except as described herein with respect to the Private Placement Warrants): • • • • The “fair market value” of a Class A ordinary share shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its respective permitted transferees, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) of that certain Warrant Agreement, dated June 15, 2021, between Continental Stock Transfer & Trust Company, the Company and Opco (the “Warrant Agreement”), (ii) will terminate as of the close initial Business Combination if any holder, other than the Company (or any of its subsidiaries), of the Class A Units of Opco associated with such Opco Warrant Rights (as defined in the Warrant Agreement) continues to hold any Class A Units of Opco (or of any successor to Opco) immediately after the close of the initial Business Combination, in which case the associated Opco Warrant Rights will not terminate, (iii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iv) shall not be redeemable by the Company for cash pursuant to Section 6.1 of the Warrant Agreement; provided, however, that in the case of (iii), the Private Placement Warrants and any Class A ordinary shares held by the Sponsor or any of its respective permitted transferees and issued upon exercise of the Private Placement Warrants or upon exchange of any Class A Units of Opco issued upon exercise of any warrants of Opco may be transferred by the holders. None of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value Measurements Disclosures [Abstract]
Fair Value Measurements	Note 9. Fair Value Measurements The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, by level within the fair value hierarchy: September 30, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – money market fund $ 347,036,376 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 2,749,650 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 4,419,950 December 31, 2021 Description Quoted Prices in Active Markets Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – money market fund $ 345,044,341 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 12,937,500 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 17,140,250 Transfers to/from Levels Level 1 assets include investments in money market funds invested in government securities and Level 1 liabilities include Public Warrants. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Public Warrants and the Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. While the fair value of the Private Placement Warrants continues to be measured under a Black -Scholes For the three and nine months ended September 30, 2022, the Company recognized a gain (loss) in the unaudited condensed consolidated statements of operations resulting from a decrease (increase) in the fair value of derivative warrant liabilities of $1.2 million and $22.9 million, respectively, presented as a change in fair value of derivative warrant liabilities on the accompanying unaudited condensed consolidated statements of operations. For the three months ended September 30, 2021, and for the period from February 2, 2021 (inception) through September 30, 2021, the Company recognized a gain/(loss) in the unaudited condensed consolidated statements of operations resulting from a decrease/(increase) in the fair value of derivative warrant liabilities of $(5.3 million) and $(8.8 million), respectively, presented as a change in fair value of derivative warrant liabilities on the accompanying unaudited condensed consolidated statements of operations. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black -Scholes -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates: September 30, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.85 $ 10.00 Volatility 42.35 % 21.82 % Term 5.54 5.46 Risk-free rate 4.00 % 1.30 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the nine months ended September 30, 2022, is summarized as follows: Derivative warrant liabilities at December 31, 2021 $ 17,140,250 Change in fair value of derivative warrant liabilities (10,305,950 ) Derivative warrant liabilities at March 31, 2022 6,834,300 Change in fair value of derivative warrant liabilities (3,481,460 ) Derivative warrant liabilities at June 30, 2022 3,352,840 Change in fair value of derivative warrant liabilities 1,067,110 Derivative warrant liabilities at September 30, 2022 $ 4,419,950 The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three months ended September 30, 2021 and for the period February 2, 2021 (inception) through September 30, 2021, is summarized as follows: Derivative warrant liabilities at February 2, 2021 $ — Issuance of Public and Private Placement Warrants 21,160,000 Loss upon issuance of Private Placement Warrants 2,175,000 Change in fair value of derivative warrant liabilities 3,505,250 Derivative warrant liabilities at June 30, 2021 (Unaudited) 26,840,250 Transfer of Public Warrants to Level 1 (11,471,250 ) Change in fair value of derivative warrant liabilities 2,985,510 Derivative warrant liabilities at September 30, 2021 (Unaudited) $ 18,354,510	Note 10. Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, by level within the fair value hierarchy: Description Quoted Significant Significant Assets: Investments held in Trust Account – money market fund $ 345,044,341 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 12,937,500 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 17,140,250 Transfers to/from Levels Level 1 assets include investments in money market funds invested in government securities and Level 1 liabilities include Public Warrants. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Public Warrants and the Private Placement Warrants were initially measured at fair value using a Black -Scholes -Scholes The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black -Scholes -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: December 31, At initial Exercise price $ 11.50 $ 11.50 Stock price $ 10.00 $ 9.70 Volatility 21.82 % 16.82% – 17.02% Term 5.46 6.00 Risk-free rate 1.30 % 1.05% – 1.09% Dividend yield 0.0 % 0.0% The primary significant unobservable input used in the fair value measurement of the Company’s Private Placement Warrants is the expected volatility of the ordinary shares. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. In determining the expected volatility, the Company derived the expected volatility from observable Public Warrant pricing on comparable ‘blank check’ companies. The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period February 2, 2021 (inception) through December 31, 2021, is summarized as follows: Derivative warrant liabilities at February 2, 2021 $ — Issuance of Public and Private Placement Warrants 21,160,000 Loss upon issuance of Private Placement Warrants 2,175,000 Transfer of Public Warrants to Level 1 (11,471,250 ) Change in fair value of derivative warrant liabilities 5,276,500 Derivative warrant liabilities at December 31, 2021 $ 17,140,250

Subsequent Events

Subsequent Events	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.	Note 11. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date consolidated 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 consolidated financial statements.

Restatement of Previously Filed

Restatement of Previously Filed Consolidated Balance Sheet	11 Months Ended
	Dec. 31, 2021
Restatement of Previously Filed Consolidated Balance Sheet [Abstract]
Restatement of Previously Filed Consolidated Balance Sheet	Note 2. Restatement of Previously Filed Consolidated Balance Sheet In preparation of the Company’s audited consolidated financial statements as of and for the period from February 2, 2021 (inception) through December 31 2021, the Company concluded it should restate its previously issued consolidated balance sheet as of June 18, 2021 as reported in its Form 8 -K -IPO -10-S99 In accordance with SEC Staff Accounting Bulletin No. -IPO -IPO -IPO -IPO The change in the carrying value of the redeemable Class A ordinary shares at June 18, 2021 resulted in a reclassification of approximately 3.7 million Class A ordinary shares from permanent equity to temporary equity. The following table summarizes the effect of the restatement on each financial statement line item as of the date indicated: As of June 18, 2021 As Previously Adjustment As Total assets $ 350,268,752 $ — $ 350,268,752 Total liabilities $ 36,900,558 $ — $ 36,900,558 Class A ordinary shares subject to redemption 308,368,190 36,631,810 345,000,000 Preferred shares — — — Class A ordinary shares 367 (367 ) — Class B ordinary shares 863 — 863 Additional paid-in capital 7,869,618 (7,869,618 ) — Accumulated deficit (2,761,389 ) (28,871,280 ) (31,632,669 ) Non-controlling interest in subsidiary (109,455 ) — (109,455 ) Total shareholders’ equity (deficit) $ 5,000,004 $ (36,631,810 ) $ (31,631,806 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 350,268,752 $ — $ 350,268,752 See Note 7 for a reconciliation of gross proceeds from the Initial Public Offering to Class A ordinary shares subject to possible redemption presented on the consolidated balance sheet.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10 -K	Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company As an emerging growth company, the Company 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 Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging	Emerging Growth Company As an emerging growth company, the Company 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 Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging
Principles of Consolidation and Financial Statement Presentation	Principles of Consolidation and Financial Statement Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its majority -owned	Principles of Consolidation and Financial Statement Presentation The consolidated financial statements include the accounts of the Company and its majority -owned
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term	Cash and Cash Equivalents The Company considers all short -term
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short -term	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the consolidated balance sheet, primarily due to their short -term
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period. The liabilities are subject to re -measurement -current	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period. The liabilities are subject to re -measurement -Scholes -Scholes -current
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 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, as of the Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. Under ASC 480 -10-S99 -in	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 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, as of the Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheet. Under ASC 480 -10-S99 -in
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 19,525,000 ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (660,449 ) $ (165,100 ) $ (4,282,755 ) $ (1,070,611 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 34,502,500 8,625,000 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) $ (0.12 ) $ (0.12 ) For the Nine Months Ended September 30, 2022 For the Period from (inception) through September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 17,670,840 $ 4,417,390 $ (7,630,430 ) $ (3,928,444 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 15,549,710 8,005,601 Basic and diluted net income (loss) per ordinary share $ 0.51 $ 0.51 $ (0.49 ) $ (0.49 )	Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 19,525,000 ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Period from Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (7,042,556 ) $ (2,754,733 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 20,412,350 7,984,399 Basic and diluted net loss per ordinary share $ (0.35 ) $ (0.35 )
Income taxes	Income Taxes FASB ASC Topic 740 “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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 subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.	Income taxes FASB ASC Topic 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from February 2, 2021 (inception) through December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent accounting standards	Recent Accounting Standards In June 2022, the FASB issued ASU 2022 -03 -linked Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.	Recent accounting standards In August 2020, the FASB issued ASU No. 2020 -06 Debt -Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -linked -06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per share of ordinary share	For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (660,449 ) $ (165,100 ) $ (4,282,755 ) $ (1,070,611 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 34,502,500 8,625,000 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) $ (0.12 ) $ (0.12 ) For the Nine Months Ended September 30, 2022 For the Period from (inception) through September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 17,670,840 $ 4,417,390 $ (7,630,430 ) $ (3,928,444 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 15,549,710 8,005,601 Basic and diluted net income (loss) per ordinary share $ 0.51 $ 0.51 $ (0.49 ) $ (0.49 )	For the Period from Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (7,042,556 ) $ (2,754,733 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 20,412,350 7,984,399 Basic and diluted net loss per ordinary share $ (0.35 ) $ (0.35 )

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption (Tables)	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Class AOrdinary Shares Subject To Possible Redemption [Abstract]
Schedule of class A ordinary shares subject to possible redemption	Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (10,260,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (18,525,962 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 28,785,962 Class A ordinary shares subject to possible redemption, December 31, 2021 345,000,000 Increase in redemption value of Class A ordinary shares subject to redemption 387,074 Class A ordinary shares subject to possible redemption, June 30, 2022 345,387,074 Increase in redemption value of Class A ordinary shares subject to redemption 1,523,302 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 346,910,376	Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (10,260,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (18,525,962 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 28,785,962 Class A ordinary shares subject to possible redemption $ 345,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value Measurements [Abstract]
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis	Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – money market fund $ 347,036,376 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 2,749,650 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 4,419,950 Description Quoted Prices in Active Markets Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – money market fund $ 345,044,341 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 12,937,500 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 17,140,250	Description Quoted Significant Significant Assets: Investments held in Trust Account – money market fund $ 345,044,341 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 12,937,500 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 17,140,250
Schedule of quantitative information regarding Level 3 fair value measurements inputs	September 30, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.85 $ 10.00 Volatility 42.35 % 21.82 % Term 5.54 5.46 Risk-free rate 4.00 % 1.30 % Dividend yield 0.0 % 0.0 %	December 31, At initial Exercise price $ 11.50 $ 11.50 Stock price $ 10.00 $ 9.70 Volatility 21.82 % 16.82% – 17.02% Term 5.46 6.00 Risk-free rate 1.30 % 1.05% – 1.09% Dividend yield 0.0 % 0.0%
Schedule of change in the fair value of the derivative warrant liabilities	Derivative warrant liabilities at December 31, 2021 $ 17,140,250 Change in fair value of derivative warrant liabilities (10,305,950 ) Derivative warrant liabilities at March 31, 2022 6,834,300 Change in fair value of derivative warrant liabilities (3,481,460 ) Derivative warrant liabilities at June 30, 2022 3,352,840 Change in fair value of derivative warrant liabilities 1,067,110 Derivative warrant liabilities at September 30, 2022 $ 4,419,950 Derivative warrant liabilities at February 2, 2021 $ — Issuance of Public and Private Placement Warrants 21,160,000 Loss upon issuance of Private Placement Warrants 2,175,000 Change in fair value of derivative warrant liabilities 3,505,250 Derivative warrant liabilities at June 30, 2021 (Unaudited) 26,840,250 Transfer of Public Warrants to Level 1 (11,471,250 ) Change in fair value of derivative warrant liabilities 2,985,510 Derivative warrant liabilities at September 30, 2021 (Unaudited) $ 18,354,510	Derivative warrant liabilities at February 2, 2021 $ — Issuance of Public and Private Placement Warrants 21,160,000 Loss upon issuance of Private Placement Warrants 2,175,000 Transfer of Public Warrants to Level 1 (11,471,250 ) Change in fair value of derivative warrant liabilities 5,276,500 Derivative warrant liabilities at December 31, 2021 $ 17,140,250

Restatement of Previously Fil_2

Restatement of Previously Filed Consolidated Balance Sheet (Tables)	11 Months Ended
	Dec. 31, 2021
Restatement of Previously Filed Consolidated Balance Sheet [Abstract]
Schedule of restatement on each financial statement	As of June 18, 2021 As Previously Adjustment As Total assets $ 350,268,752 $ — $ 350,268,752 Total liabilities $ 36,900,558 $ — $ 36,900,558 Class A ordinary shares subject to redemption 308,368,190 36,631,810 345,000,000 Preferred shares — — — Class A ordinary shares 367 (367 ) — Class B ordinary shares 863 — 863 Additional paid-in capital 7,869,618 (7,869,618 ) — Accumulated deficit (2,761,389 ) (28,871,280 ) (31,632,669 ) Non-controlling interest in subsidiary (109,455 ) — (109,455 ) Total shareholders’ equity (deficit) $ 5,000,004 $ (36,631,810 ) $ (31,631,806 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 350,268,752 $ — $ 350,268,752

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	8 Months Ended	9 Months Ended	11 Months Ended
	Jun. 18, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Price per public share (in Dollars per share)			$ 10	$ 10
Generating gross proceeds	$ 345,000,000
Incurring offering costs	19,100,000
Deferred underwriting commissions	11,700,000	$ 11,721,500		$ 11,721,500
Offering costs	$ 593,000
Maturity of money market funds			185 days	185 days
Fair market value			80%	80%
Common stock ,par value (in Dollars per share)				$ 0.0001
Net tangible assets			$ 5,000,001	$ 5,000,001
Interest to pay dissolution expenses			100,000	100,000
Working capital			2,000,000	2,800,000
Operating bank account			900,000	2,600,000
Cover expenses			25,000	25,000
Sponsor loan			$ 126,000
Sponsor pursuant				$ 126,000
Over Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering units (in Shares)	34,500,000
Purchase of additional units (in Shares)	4,500,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per public share (in Dollars per share)	$ 10
Private Placement Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of warrants (in Shares)			10,900,000	10,900,000
Price per warrant (in Dollars per share)			$ 1	$ 1
Generating proceeds			$ 10,900,000	$ 10,900,000
Net proceeds			$ 345,026,000	$ 345,026,000
Class A Ordinary Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per public share (in Dollars per share)			$ 12	$ 12
Common stock ,par value (in Dollars per share)			$ 0.0001
Initial public offering units (in Shares)	4,500,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination acquires voting securities			50%	50%

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository corporation coverage	$ 250,000	$ 250,000
Net tangible assets	$ 5,000,001	$ 5,000,001
Aggregate of ordinary shares	19,525,000	19,525,000
Class A Ordinary Shares [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Shares subject to possible redemption	34,500,000	34,500,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of ordinary share - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Class A Ordinary Shares [Member]
Numerator:
Allocation of net income (loss)	$ (660,449)	$ (4,282,755)	$ (7,630,430)	$ 17,670,840
Denominator:
Basic and diluted weighted average ordinary shares outstanding	34,502,500	34,502,500	15,549,710	34,502,500
Basic and diluted net income (loss) per ordinary share	$ (0.02)	$ (0.12)	$ (0.49)	$ 0.51	$ (0.35)
Class B Ordinary Shares [Member]
Numerator:
Allocation of net income (loss)	$ (165,100)	$ (1,070,611)	$ (3,928,444)	$ 4,417,390
Denominator:
Basic and diluted weighted average ordinary shares outstanding	8,625,000	8,625,000	8,005,601	8,625,000
Basic and diluted net income (loss) per ordinary share	$ (0.02)	$ (0.12)	$ (0.49)	$ 0.51	$ (0.35)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended
	Jun. 18, 2021	Sep. 30, 2022	Dec. 31, 2021
Initial Public Offering (Details) [Line Items]
Additional shares	4,500,000	4,500,000	4,500,000
Offering costs (in Dollars)	$ 19,100,000
Deferred underwriting commissions (in Dollars)	11,700,000
Offering costs allocated to the derivative warrant liabilities (in Dollars)	$ 593,000
Purchase of units	1,010,000
Commissions on affiliated units	1,010,000
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Shares issued	34,500,000
Gross proceeds (in Dollars)	$ 345,000,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Purchase price per unit (in Dollars per share)	$ 10
Class A Ordinary Shares [Member]
Initial Public Offering (Details) [Line Items]
Price per share (in Dollars per share)		$ 11.5	$ 11.5
Rice Investment Group [Member]
Initial Public Offering (Details) [Line Items]
Shares issued	34,500,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		1 Months Ended			3 Months Ended	8 Months Ended	9 Months Ended	11 Months Ended
	Feb. 10, 2021	Jun. 30, 2021	Jun. 16, 2021	Jun. 15, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Founder shares and sponsor shares, description	On February 10, 2021, the Sponsor received 7,187,500 Class B Units of Opco for no consideration and purchased 7,187,600 of the Company’s Class B ordinary shares, par value $0.0001, 2,500 of the Company’s Class A ordinary shares and 100 Class A Units of Opco for aggregate consideration of $26,000. Of the aggregate consideration, Opco received $1,000 for the Class A Units and the Company received $25,000 for the Class A ordinary shares and the Class B ordinary shares. The Company then subscribed for 2,500 Class A Units of Opco for $25,000.	the Sponsor forfeited 90,000 Class B Units of Opco, and 30,000 Class B Units of Opco were issued to each of the Company’s independent director nominees. The Sponsor transferred a corresponding number of shares of the Company’s Class B ordinary shares to the Company’s independent director nominees. In June 2021, the Company effected a dividend, and Opco effected a distribution, resulting in an aggregate of 8,625,000 Class B ordinary shares and 8,624,900 Class B Units of Opco outstanding, of which the Sponsor owned 8,535,000 of the Company’s Class B ordinary shares and 8,534,900 Class B Units of Opco.
Sponsor shares, description							The Company refers to the 8,624,900 Class B ordinary shares and corresponding number of Class B Units of Opco (or the Class A Units of Opco into which such Class B Units will convert) collectively as the “Founder Units”. The Founder Units consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of Class B ordinary shares, which together will be exchangeable for shares of the Company’s Class A ordinary shares after the time of the initial Business Combination on a one-for-one basis, subject to adjustment as provided herein. The Company refers to the 2,500 Class A ordinary shares and the 100 Class A Units of Opco and a corresponding number of shares of the Company’s non-economic Class B ordinary shares (which together will be exchangeable into Class A ordinary shares after the initial Business Combination on a one-for-one basis) collectively as the “Sponsor Units”.	The Company refers to the 8,624,900 Class B ordinary shares and corresponding number of Class B Units of Opco (or the Class A Units of Opco into which such Class B Units will convert) collectively as the “Founder Shares”. The Founder Shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of Class B ordinary shares, which together will be exchangeable for shares of the Company’s Class A ordinary shares after the time of the initial Business Combination on a one-for-one basis, subject to adjustment as provided herein. The Company refers to the 2,500 Class A ordinary shares and the 100 Class A Units of Opco and a corresponding number of shares of the Company’s non-economic Class B ordinary shares (which together will be exchangeable into Class A ordinary shares after the initial Business Combination on a one-for-one basis) collectively as the “Sponsor Shares”.
Outstanding shares percentage							20%	20%
Price per share (in Dollars per share)					$ 10		$ 10	$ 10
Loan borrowed			$ 167,000
Working capital loans							$ 1,500,000	$ 1,500,000
Price per warrant (in Dollars per share)					$ 1		$ 1	$ 1
Per month for office space, secretarial and administrative services				$ 10,000
Incurred fees					$ 30,000		$ 90,000	$ 65,000
Agreement fees paided						$ 35,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Forfeited shares (in Shares)			1,127,500				1,127,500	1,127,500
Issued and outstanding percentage							20%	20%
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Share price (in Dollars per share)					$ 1		$ 1	$ 1
Shares issued (in Shares)							10,900,000	10,900,000
Proceeds from warrant							$ 10,900,000	$ 10,900,000
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Share price (in Dollars per share)					12		$ 12	$ 12
Price per share (in Dollars per share)					12		12	12
Ordinary shares par value (in Dollars per share)					0.0001		0.0001	0.0001
Class A Ordinary Shares [Member] | Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Ordinary shares par value (in Dollars per share)					$ 11.5		$ 11.5	$ 11.5
IPO [Member]
Related Party Transactions (Details) [Line Items]
Related party loans	$ 300,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Jun. 18, 2021
Commitments and Contingencies (Details) [Line Items]
Additional units purchased	4,500,000	4,500,000	4,500,000
Affiliated unit	1,010,000	1,010,000
Underwriting discount	$ 0.2	$ 0.2
Aggregate amount	$ 6.7	$ 6.7
Deferred underwriting commissions	$ 11.7	$ 11.7
Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Additional unit	$ 0.35	$ 0.35

Class A Ordinary Shares Subje_3

Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares [Member] - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items]
Ordinary shares, authorized	300,000,000	300,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, outstanding	34,502,500	34,502,500
Shares subject to possible redemption	34,500,000	34,500,000

Class A Ordinary Shares Subje_4

Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of class A ordinary shares subject to possible redemption - USD ($)	3 Months Ended	6 Months Ended	11 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Schedule Of Class AOrdinary Shares Subject To Possible Redemption Abstract
Gross proceeds from Initial Public Offering			$ 345,000,000
Less:
Fair value of Public Warrants at issuance			(10,260,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption			(18,525,962)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount			28,785,962
Class A ordinary shares subject to possible redemption	$ 346,910,376	$ 345,387,074	$ 345,000,000
Increase in redemption value of Class A ordinary shares subject to redemption	$ 1,523,302	$ 387,074

Shareholders_ Deficit (Details)

Shareholders’ Deficit (Details) - $ / shares	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Shareholders’ Deficit (Details) [Line Items]
Converted basis percentage	20%	20%
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Ordinary shares, authorized	300,000,000	300,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, issued	34,502,500	34,502,500
Ordinary shares outstanding	34,502,500	34,502,500
Shares subject to possible redemption shares	34,500,000	34,500,000
Ordinary shares, issued	2,500	2,500
Ordinary shares, outstanding	2,500	2,500
Ordinary shares, outstanding		34,502,500
Shares subject to possible redemption		34,500,000
Class B Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Ordinary shares, authorized	30,000,000	30,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, issued		8,625,000
Ordinary shares, issued	8,625,000	8,625,000
Ordinary shares, outstanding	8,625,000	8,625,000
Ordinary shares, outstanding		8,625,000
Class A Units of Opco [Member]
Shareholders’ Deficit (Details) [Line Items]
Ordinary shares, issued		2,600
Issued and outstanding	2,600	2,600
Ordinary shares, outstanding		7,187,500
Class B Units of Opco [Member]
Shareholders’ Deficit (Details) [Line Items]
Issued and outstanding units	7,187,500		8,624,900

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details) - $ / shares	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Derivative Warrant Liabilities (Details) [Line Items]
Exercise price per share	$ 11.5	$ 11.5
Expire year	5 years	5 years
Percentage of exercise price of warrants adjusted	115%	115%
Price per warrant	$ 0.01	$ 0.01
Ordinary shares equals or exceeds per share	$ 10	$ 10
Public Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrants issued (in Shares)	8,625,000	8,625,000
Private Placement Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrants issued (in Shares)		10,900,000
Class A Ordinary Shares [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Issue price per common stock	$ 9.2	$ 9.2
Ordinary shares equals or exceeds per share	$ 18	$ 18

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Increase decrease in derivative liabilities	$ 1.2	$ 5.3	$ 8.8	$ 22.9
Increase in fair value of derivative warrant liabilities					$ 6.7

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account - money market fund	$ 347,036,376	$ 345,044,341
Liabilities:
Derivative warrant liabilities - Public	2,749,650	12,937,500
Derivative warrant liabilities - Private Placement
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account - money market fund
Liabilities:
Derivative warrant liabilities - Public
Derivative warrant liabilities - Private Placement
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account - money market fund
Liabilities:
Derivative warrant liabilities - Public
Derivative warrant liabilities - Private Placement	$ 4,419,950	$ 17,140,250

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs - $ / shares	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Quantitative Information Regarding Level3 Fair Value Measurements Inputs Abstract
Exercise price (in Dollars per share)	$ 11.5	$ 11.5
Stock price (in Dollars per share)	$ 9.85	$ 10
Volatility	42.35%	21.82%
Term	5 years 6 months 14 days	5 years 5 months 15 days
Risk-free rate	4%	1.30%
Dividend yield	0%	0%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - USD ($)	3 Months Ended				5 Months Ended	11 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2021
Schedule Of Change In The Fair Value Of The Derivative Warrant Liabilities Abstract
Derivative warrant liabilities, Beginning	$ 3,352,840	$ 6,834,300	$ 17,140,250	$ 26,840,250
Transfer of Public Warrants to Level 1				(11,471,250)		(11,471,250)
Issuance of Public and Private Placement Warrants					21,160,000	21,160,000
Loss upon issuance of Private Placement Warrants					2,175,000	2,175,000
Change in fair value of derivative warrant liabilities	1,067,110	(3,481,460)	(10,305,950)	2,985,510	3,505,250	(5,276,500)
Derivative warrant liabilities, ending	$ 4,419,950	$ 3,352,840	$ 6,834,300	$ 18,354,510	$ 26,840,250	$ 17,140,250

Restatement of Previously Fil_3

Restatement of Previously Filed Consolidated Balance Sheet (Details) - USD ($)	Dec. 31, 2021	Jun. 18, 2021
Restatement of Previously Filed Consolidated Balance Sheet (Details) [Line Items]
Net tangible assets	$ 5,000,001
Class A Ordinary Shares [Member]
Restatement of Previously Filed Consolidated Balance Sheet (Details) [Line Items]
Carrying value		$ 3,700,000

Restatement of Previously Fil_4

Restatement of Previously Filed Consolidated Balance Sheet (Details) - Schedule of restatement on each financial statement	1 Months Ended
	Jun. 18, 2021 USD ($)
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets	$ 350,268,752
Total liabilities	36,900,558
Class A ordinary shares subject to redemption	308,368,190
Preferred shares
Class A ordinary shares	367
Class B ordinary shares	863
Additional paid-in capital	7,869,618
Accumulated deficit	(2,761,389)
Non-controlling interest in subsidiary	(109,455)
Total shareholders’ equity (deficit)	5,000,004
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	350,268,752
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets
Total liabilities
Class A ordinary shares subject to redemption	36,631,810
Preferred shares
Class A ordinary shares	(367)
Class B ordinary shares
Additional paid-in capital	(7,869,618)
Accumulated deficit	(28,871,280)
Non-controlling interest in subsidiary
Total shareholders’ equity (deficit)	(36,631,810)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets	350,268,752
Total liabilities	36,900,558
Class A ordinary shares subject to redemption	345,000,000
Preferred shares
Class A ordinary shares
Class B ordinary shares	863
Additional paid-in capital
Accumulated deficit	(31,632,669)
Non-controlling interest in subsidiary	(109,455)
Total shareholders’ equity (deficit)	(31,631,806)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$ 350,268,752

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of ordinary share - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Class A Ordinary Shares [Member]
Numerator:
Allocation of net loss					$ (7,042,556)
Denominator:
Basic and diluted weighted average ordinary shares outstanding					20,412,350
Basic and diluted net loss per ordinary share	$ (0.02)	$ (0.12)	$ (0.49)	$ 0.51	$ (0.35)
Class B Ordinary Shares [Member]
Numerator:
Allocation of net loss					$ (2,754,733)
Denominator:
Basic and diluted weighted average ordinary shares outstanding					7,984,399
Basic and diluted net loss per ordinary share	$ (0.02)	$ (0.12)	$ (0.49)	$ 0.51	$ (0.35)

Class A Ordinary Shares Subje_5

Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of class A ordinary shares subject to possible redemption - USD ($)	11 Months Ended
	Dec. 31, 2021	Sep. 30, 2022	Jun. 30, 2022
Schedule Of Class AOrdinary Shares Subject To Possible Redemption Abstract
Gross proceeds from Initial Public Offering	$ 345,000,000
Less:
Fair value of Public Warrants at issuance	(10,260,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption	(18,525,962)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount	28,785,962
Class A ordinary shares subject to possible redemption	$ 345,000,000	$ 346,910,376	$ 345,387,074

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account – money market fund	$ 347,036,376	$ 345,044,341
Liabilities:
Derivative warrant liabilities – Public	2,749,650	12,937,500
Derivative warrant liabilities – Private Placement
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account – money market fund
Liabilities:
Derivative warrant liabilities – Public
Derivative warrant liabilities – Private Placement
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account – money market fund
Liabilities:
Derivative warrant liabilities – Public
Derivative warrant liabilities – Private Placement	$ 4,419,950	$ 17,140,250

Fair Value Measurements (Deta_6

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs - $ / shares	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Exercise price (in Dollars per share)	$ 11.5	$ 11.5
Stock price (in Dollars per share)	$ 9.85	$ 10
Volatility	42.35%	21.82%
Term	5 years 6 months 14 days	5 years 5 months 15 days
Risk-free rate	4%	1.30%
Dividend yield	0%	0%
At initial issuance [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Exercise price (in Dollars per share)		$ 11.5
Stock price (in Dollars per share)		$ 9.7
Term		6 years
Dividend yield		0%
At initial issuance [Member] | Minimum [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Volatility		16.82%
Risk-free rate		1.05%
At initial issuance [Member] | Maximum [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Volatility		17.02%
Risk-free rate		1.09%

Fair Value Measurements (Deta_7

Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - USD ($)	3 Months Ended				5 Months Ended	11 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2021
Schedule Of Change In The Fair Value Of The Derivative Warrant Liabilities Abstract
Derivative warrant liabilities at February 2, 2021			$ 17,140,250
Issuance of Public and Private Placement Warrants					21,160,000	21,160,000
Loss upon issuance of Private Placement Warrants					2,175,000	2,175,000
Transfer of Public Warrants to Level 1				$ (11,471,250)		(11,471,250)
Change in fair value of derivative warrant liabilities	$ (1,067,110)	$ 3,481,460	$ 10,305,950	$ (2,985,510)	$ (3,505,250)	5,276,500
Derivative warrant liabilities at December 31, 2021						$ 17,140,250