Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 | |
Document Information [Line Items] | |
Document Type | S-4 |
Entity Registrant Name | FIFTH WALL ACQUISITION CORP. III |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001847874 |
Amendment Flag | false |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 463,389 | $ 737,986 |
Prepaid expenses | 509,250 | 1,121,860 |
Total current assets | 972,639 | 1,859,846 |
Investments held in Trust Account | 276,005,944 | 275,012,561 |
Total Assets | 276,978,583 | 276,872,407 |
Current liabilities: | ||
Accounts payable | 235,107 | 87,097 |
Accrued expenses | 232,529 | 212,704 |
Total current liabilities | 467,636 | 299,801 |
Deferred underwriting commissions | 9,625,000 | 9,625,000 |
Total liabilities | 10,092,636 | 9,924,801 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,500,000 at redemption value of approximately $10.033 and $10.000 per share | 275,905,944 | |
Shareholders' Deficit: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (9,020,776) | (8,053,173) |
Total shareholders' deficit | (9,019,997) | (8,052,394) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 276,978,583 | 276,872,407 |
Class A ordinary shares | ||
Shareholders' Deficit: | ||
Common stock | 91 | 91 |
Class A Common Stock Subject to Redemption | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,500,000 at redemption value of approximately $10.033 and $10.000 per share | 275,905,944 | 275,000,000 |
Class B ordinary shares | ||
Shareholders' Deficit: | ||
Common stock | $ 688 | $ 688 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | 10 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common shares, shares issued | 907,000 | |
Common shares, shares outstanding | 907,000 | |
Shares issued price per share | $ 10 | $ 10 |
Over-allotment option | ||
Shares issued price per share | 10 | |
Class A ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares outstanding | 28,407,000 | 28,407,000 |
Ordinary shares, shares subject to possible redemption | 27,500,000 | |
Class B ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 6,875,000 | 6,875,000 |
Common shares, shares outstanding | 6,875,000 | 6,875,000 |
Class A Common Stock Not Subject to Redemption | ||
Common shares, shares issued | 907,000 | 907,000 |
Common shares, shares outstanding | 907,000 | 907,000 |
Class A Common Stock Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Number of shares issued | 27,500,000 | |
Ordinary shares, shares subject to possible redemption | 27,500,000 | 27,500,000 |
Ordinary shares, redemption value per share | $ / shares | $ 10 | $ 10.033 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
General and administrative expenses | $ 279,513 | $ 330,781 | $ 652,527 | $ 897,543 | $ 1,039,142 |
General and administrative expenses — related party | 52,500 | 30,000 | 44,000 | 157,500 | 74,000 |
Loss from operations | (332,013) | (360,781) | (696,527) | (1,055,043) | (1,113,142) |
Other income: | |||||
Income from investments held in Trust Account | 861,992 | 5,727 | 5,727 | 993,384 | 12,561 |
Net income (loss) | $ 529,979 | $ (355,054) | $ (690,800) | $ (61,659) | $ (1,100,581) |
Class A ordinary shares | |||||
Other income: | |||||
Basic weighted average ordinary shares outstanding (in shares) | 28,407,000 | 28,407,000 | 16,473,466 | 28,407,000 | 19,687,130 |
Diluted weighted average ordinary shares outstanding (in shares) | 28,407,000 | 28,407,000 | 16,473,466 | 28,407,000 | 19,687,130 |
Earnings per share, Basic | $ 0.02 | $ (0.01) | $ (0.03) | $ 0 | $ (0.04) |
Earnings per share, Diluted | $ 0.02 | $ (0.01) | $ (0.03) | $ 0 | $ (0.04) |
Class B ordinary shares | |||||
Other income: | |||||
Basic weighted average ordinary shares outstanding (in shares) | 6,875,000 | 6,875,000 | 6,612,443 | 6,875,000 | 6,683,149 |
Diluted weighted average ordinary shares outstanding (in shares) | 6,875,000 | 6,875,000 | 6,612,443 | 6,875,000 | 6,683,149 |
Earnings per share, Basic | $ 0.02 | $ (0.01) | $ (0.03) | $ 0 | $ (0.04) |
Earnings per share, Diluted | $ 0.02 | $ (0.01) | $ (0.03) | $ 0 | $ (0.04) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Class A ordinary shares Common Stock | Class B ordinary shares Common Stock |
Balance at the beginning at Feb. 18, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Feb. 18, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,281 | $ 719 | ||
Issuance of Class B ordinary shares to Sponsor (in shares) | 7,187,500 | ||||
Net income loss | (25,306) | (25,306) | |||
Balance at the end at Mar. 31, 2021 | (306) | 24,281 | (25,306) | $ 0 | $ 719 |
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 7,187,500 | |||
Balance at the beginning at Feb. 18, 2021 | 0 | 0 | 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Feb. 18, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income loss | (690,800) | ||||
Balance at the end at Sep. 30, 2021 | (7,642,612) | 0 | (7,643,391) | $ 91 | $ 688 |
Balance at the end (in shares) at Sep. 30, 2021 | 907,000 | 6,875,000 | |||
Balance at the beginning at Feb. 18, 2021 | 0 | 0 | 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Feb. 18, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,281 | $ 719 | ||
Issuance of Class B ordinary shares to Sponsor (in shares) | 7,187,500 | ||||
Sale of private placement shares to Sponsor | 9,070,000 | 9,069,909 | $ 91 | ||
Sale of private placement shares to Sponsor (in shares) | 907,000 | ||||
Accretion of Class A ordinary shares subject to possible redemption amount | (16,099,366) | (9,094,190) | (7,005,176) | ||
Forfeiture of Class B ordinary shares | 31 | $ (31) | |||
Forfeiture of Class B ordinary shares (in shares) | (312,500) | ||||
Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in capital and accumulated deficit | 52,553 | (31) | 52,584 | ||
Net income loss | (1,100,581) | (1,100,581) | |||
Balance at the end at Dec. 31, 2021 | (8,052,394) | 0 | (8,053,173) | $ 91 | $ 688 |
Balance at the end (in shares) at Dec. 31, 2021 | 907,000 | 6,875,000 | |||
Balance at the beginning at Mar. 31, 2021 | (306) | 24,281 | (25,306) | $ 0 | $ 719 |
Balance at the beginning (in shares) at Mar. 31, 2021 | 0 | 7,187,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of private placement shares to Sponsor | 9,070,000 | 9,069,909 | $ 91 | ||
Sale of private placement shares to Sponsor (in shares) | 907,000 | ||||
Accretion of Class A ordinary shares subject to possible redemption amount | (16,099,366) | (9,094,190) | (7,005,176) | ||
Net income loss | (310,439) | (310,439) | |||
Balance at the end at Jun. 30, 2021 | (7,340,111) | 0 | (7,340,921) | $ 91 | $ 719 |
Balance at the end (in shares) at Jun. 30, 2021 | 907,000 | 7,187,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Forfeiture of Class B ordinary shares | 31 | $ (31) | |||
Forfeiture of Class B ordinary shares (in shares) | (312,500) | ||||
Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in capital and accumulated deficit | 52,553 | (31) | 52,584 | ||
Net income loss | (355,054) | (355,054) | |||
Balance at the end at Sep. 30, 2021 | (7,642,612) | 0 | (7,643,391) | $ 91 | $ 688 |
Balance at the end (in shares) at Sep. 30, 2021 | 907,000 | 6,875,000 | |||
Balance at the beginning at Dec. 31, 2021 | (8,052,394) | 0 | (8,053,173) | $ 91 | $ 688 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 907,000 | 6,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income loss | (352,885) | (352,885) | |||
Balance at the end at Mar. 31, 2022 | (8,405,279) | 0 | (8,406,058) | $ 91 | $ 688 |
Balance at the end (in shares) at Mar. 31, 2022 | 907,000 | 6,875,000 | |||
Balance at the beginning at Dec. 31, 2021 | (8,052,394) | 0 | (8,053,173) | $ 91 | $ 688 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 907,000 | 6,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income loss | (61,659) | ||||
Balance at the end at Sep. 30, 2022 | (9,019,997) | 0 | (9,020,776) | $ 91 | $ 688 |
Balance at the end (in shares) at Sep. 30, 2022 | 907,000 | 6,875,000 | |||
Balance at the beginning at Mar. 31, 2022 | (8,405,279) | 0 | (8,406,058) | $ 91 | $ 688 |
Balance at the beginning (in shares) at Mar. 31, 2022 | 907,000 | 6,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income loss | (238,753) | (238,753) | |||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (43,954) | (43,954) | |||
Balance at the end at Jun. 30, 2022 | (8,687,986) | 0 | (8,688,765) | $ 91 | $ 688 |
Balance at the end (in shares) at Jun. 30, 2022 | 907,000 | 6,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income loss | 529,979 | 529,979 | |||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (861,990) | (861,990) | |||
Balance at the end at Sep. 30, 2022 | $ (9,019,997) | $ 0 | $ (9,020,776) | $ 91 | $ 688 |
Balance at the end (in shares) at Sep. 30, 2022 | 907,000 | 6,875,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 7 Months Ended | 9 Months Ended | 10 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (690,800) | $ (61,659) | $ (1,100,581) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | 0 | 25,000 |
Income from investments held in Trust Account | (5,727) | (993,384) | (12,561) |
Changes in operating assets: | |||
Prepaid expenses | (1,355,844) | 612,610 | (1,121,860) |
Accounts payable | 73,920 | 148,010 | 87,097 |
Accrued expenses | 70,000 | 19,826 | 142,704 |
Net cash used in operating activities | (1,883,451) | (274,597) | (1,980,201) |
Cash Flows from Investing Activities: | |||
Cash deposited in Trust Account | (275,000,000) | 0 | (275,000,000) |
Net cash used in investing activities | (275,000,000) | 0 | (275,000,000) |
Cash Flows from Financing Activities: | |||
Repayment of note payable to related party | (108,892) | 0 | (108,892) |
Proceeds from note payable to related party | 108,892 | 0 | 108,892 |
Proceeds received from private placement | 9,070,000 | 0 | 9,070,000 |
Proceeds received from initial public offering, gross | 275,000,000 | 0 | 275,000,000 |
Offering costs paid | (6,341,403) | 0 | (6,351,813) |
Net cash provided by financing activities | 277,728,597 | 0 | 277,718,187 |
Net change in cash | 845,146 | (274,597) | 737,986 |
Cash — beginning of the period | 0 | 737,986 | 0 |
Cash — end of the period | 845,146 | 463,389 | 737,986 |
Supplemental disclosure of noncash financing activities: | |||
Offering costs included in accounts payable | 80,409 | 0 | |
Offering costs included in accrued expenses | 70,000 | ||
Deferred Underwriting commissions in connection with the initial public offering | $ 9,625,000 | $ 0 | $ 9,625,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Fifth Wall Acquisition Corp. III (the “Company”) was incorporated as a Cayman Islands exempted company on February 19, 2021 (inception). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risk associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from February 19, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and seeking a Business Combination following the Initial Public Offering. 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 Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement on Form S-1 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 907,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $9.1 million (see Note 4). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Shares, are held 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 United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, 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 (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a 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 in the Trust Account (initially anticipated to be $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 income taxes). The per-share These redeemable Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such a Business Combination and only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or May 27, 2023 (the “Combination Period”), or with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed a Business Combination within 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 per-share The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern Consideration As of September 30, 2022, the Company had approximately $463,000 in its operating bank account and working capital of approximately $505,000. The Company’s liquidity needs through September 30, 2022 have been satisfied through a payment of $25,000 by the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of approximately $109,000 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 fully repaid the Note on May 28, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (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 Fifth Wall Acquisition Corp. III (the “Company”) was incorporated as a Cayman Islands exempted company on February 19, 2021 (inception). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risk associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 19, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and seeking a Business Combination following the Initial Public Offering. 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 Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement on Form S-1 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 907,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $9.1 million (Note 5). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Shares, are held 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 United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, 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 (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by per-share These redeemable Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such a Business Combination and only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering ( the Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or May 27, 2023 (the “Combination Period”), or with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed a Business Combination within 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 per-share interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The ini tial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2021, the Company had approximately $738,000 in its operating bank account and working capital of approximately $1.6 million. The Company’s liquidity needs through December 31, 2021 have been satisfied through a payment of $25,000 by the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 5), the loan of approximately $109,000 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 on May 28, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (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 | 10 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 condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Emerging Growth Company 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 Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging issu Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Investments Held in Trust Account 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 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 condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experie nc 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 balance sheet due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) 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. As part of the Private Placement, the Company issued 907,000 shares of Class A ordinary shares to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, as such are considered non-redeemable The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in 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 ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 426,708 $ 103,271 $ (49,644 ) $ (12,015 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 28,407,000 6,875,000 Basic and diluted net income (loss) per ordinary share $ 0.02 $ 0.02 $ (0.00 ) $ (0.00 ) For the Three Months Ended For the Period from February 19, Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (285,869 ) $ (69,185 ) $ (492,936 ) $ (197,864 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 16,473,466 6,612,443 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.03 ) 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 The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In June 2022, the FASB issued ASU 2022-03, 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 condensed financial statements. | NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“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 Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $737,986 in cash and no cash equivalents as of December 31, 2021. Investments Held in 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 balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying 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 Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 balance sheet due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) 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. As part of the Private Placement, the Company issued 907,000 shares of Class A ordinary shares to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, as such are considered non-redeemable The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net 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 ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table 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 February 19, 2021 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (821,655 ) $ (278,926 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 19,687,130 6,683,149 Basic and diluted net loss per ordinary share $ (0.04 ) $ (0.04 ) 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 The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent accounting standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 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 financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On May 27, 2021, the Company consummated its Initial Public Offering of 27,500,000 Public Shares, including 2,500,000 Public Shares as a result of the underwriters’ partial exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $275.0 million, and incurring offering costs of approximately $16.1 million, of which approximately $9.6 million was for deferred underwriting commissions. | NOTE 3. INITIAL PUBLIC OFFERING On May 27, 2021, the Company consummated its Initial Public Offering of 27,500,000 Public Shares, including 2,500,000 Public Shares as a result of the underwriters’ partial exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $275.0 million, and incurring offering costs of approximately $16.1 million, of which approximately $9.6 million was for deferred underwriting commissions. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On February 24, 2021, the Sponsor paid $25,000 of certain of the Company’s expenses as consideration for 4,312,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). In April 2021, the Company effected a share capitalization for Class B ordinary shares, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. On May 27, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 2,500,000 Class A ordinary shares. On August 9, 2021, the Sponsor forfeited 312,500 Class B ordinary shares. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 907,000 Class A ordinary shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $9.1 million. The Private Placement Shares will not be transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering to be held in the Trust Account. Related Party Loans On February 24, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to a promissory note (the “Note”). This loan 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of September 30, 2022 and December 31, 2021, the Company had no outstanding borrowing under the Working Capital Loan. Administrative Services Agreement The Company entered into an Administrative Support Agreement (the “Administrative Support Agreement”) with Fifth Wall Ventures Management, LLC (“Management Company”) pursuant to which it agreed to pay Management Company a total of up to $17,500 per month for office space and professional, secretarial, administrative and support 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 months ended September 30, 2022 and 2021, the Company incurred expenses of approximately $53,000 and $30,000, respectively, under this agreement. For the nine months ended September 30, 2022 and the period from February 19, 2021 (inception) through September 30, 2021, the Company incurred expenses of approximately $158,000 and $44,000, respectively, under this agreement. As of September 30, 2022 and December 31, 2021, the Company had approximately $232,000 and $74,000, respectively, in balance outstanding for services in connection with such agreement on the accompanying condensed balance sheets. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On February 24, 2021, the Sponsor paid $25,000 of certain of the Company’s expenses as consideration for 4,312,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). In April 2021, the Company effected a share capitalization for Class B ordinary shares, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. On May 27, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 2,500,000 Class A ordinary shares. On August 9, 2021, the Sponsor forfeited 312,500 Class B ordinary shares. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 907,000 Class A ordinary shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $9.1 million. The Private Placement Shares will not be transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering to be held in the Trust Account. Related Party Loans On February 24, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to a promissory note (the “Note”). This loan 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, u p to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of December 31, 2021 the Company had no outstanding borrowing under the Working Capital Loan. Administrative Services Agreement The Company entered into an Administrative Support Agreement (the “Administrative Support Agreement”) with Fifth Wall Ventures Management, LLC (“Management Company”) pursuant to which it agreed to pay Management Company a total of up to $17,500 per month for office space and professional, secretarial, administrative and support 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 period from February 19, 2021 (inception) through December 31, 2021, the Company incurred expenses of $74,000, under this agreement. As of December 31, 2021, the Company had $74,000 in balance outstanding for services in connection with such agreement on the accompanying balance sheet. 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 | 10 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 Shares, Private Placement Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans, were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. As of September 30, 2022 and December 31, 2021, there were no amounts incurred or accrued for such expenses. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per Public Share, or $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $9.6 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans, were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per Public Share, or $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $9.6 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | ||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 6 — CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Some of 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 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 28,407,000 shares of Class A ordinary shares outstanding, of which 27,500,000 shares were subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled on the following table: Gross proceeds $ 275,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (16,046,813 ) Plus: Accretion of carrying value to redemption value 16,046,813 Class A ordinary shares subject to possible redemption as of December 31, 2021 275,000,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 43,954 Class A ordinary shares subject to possible redemption as of June 30, 2022 275,043,954 Increase in redemption value of Class A ordinary shares subject to possible redemption 861,990 Class A ordinary shares subject to possible redemption as of September 30, 2022 $ 275,905,944 | NOTE 6 — CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Some of 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 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 28,407,000 shares of Class A ordinary shares outstanding, of which 27,500,000 were subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 275,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (16,046,813 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 16,046,813 Class A ordinary shares subject to possible redemption $ 275,000,000 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
SHAREHOLDERS' EQUITY | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares — Class B Ordinary Shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one as-converted | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares — Class B Ordinary Shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one as-converted |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 by level within the fair value hierarchy: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Description Assets — Investments held in Trust Account — Money Market Fund September 30, 2022 $ 276,005,944 $ — $ — December 31, 2021 $ 275,012,561 $ — $ — Level 1 instruments include investments in money market funds invested in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. No money has been withdrawn from the Trust. | NOTE 8. 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 Prices in Significant Other Significant Other Assets — Investments held in Trust Account: Money market fund $ 275,012,561 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. For the period from February 19, 2021 (inception) through December 31, 2021, there were no transfers to/from Levels 1 Level 1 instruments include investments in money market funds invested in US government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. No money has been withdrawn from the Trust. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date and up to the date unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events, that would have required adjustment or disclosure in the unaudited condensed financial statements. | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date and up to the date financial statements were issued. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Based upon this review, the Company did not identify any other subsequent events, that would have required adjustment or disclosure in the financial statements. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K | Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“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 Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging issu | 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 Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $737,986 in cash and no cash equivalents as of December 31, 2021. |
Investments Held in Trust Account | Investments Held in 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 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 condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in 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 balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying 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 has not experie nc | 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 Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 balance sheet due to their short-term nature. | 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 balance sheet due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current | Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) 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. As part of the Private Placement, the Company issued 907,000 shares of Class A ordinary shares to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, as such are considered non-redeemable The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) 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. As part of the Private Placement, the Company issued 907,000 shares of Class A ordinary shares to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, as such are considered non-redeemable The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
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 ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 426,708 $ 103,271 $ (49,644 ) $ (12,015 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 28,407,000 6,875,000 Basic and diluted net income (loss) per ordinary share $ 0.02 $ 0.02 $ (0.00 ) $ (0.00 ) For the Three Months Ended For the Period from February 19, Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (285,869 ) $ (69,185 ) $ (492,936 ) $ (197,864 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 16,473,466 6,612,443 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.03 ) | Net 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 ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table 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 February 19, 2021 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (821,655 ) $ (278,926 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 19,687,130 6,683,149 Basic and diluted net loss per ordinary share $ (0.04 ) $ (0.04 ) |
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 The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | 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 The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards In June 2022, the FASB issued ASU 2022-03, 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 condensed 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) 815-40): 2020-06”), 2020-06 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 financial statements. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of basic and diluted net income (loss) per common share | The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 426,708 $ 103,271 $ (49,644 ) $ (12,015 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 28,407,000 6,875,000 Basic and diluted net income (loss) per ordinary share $ 0.02 $ 0.02 $ (0.00 ) $ (0.00 ) For the Three Months Ended For the Period from February 19, Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (285,869 ) $ (69,185 ) $ (492,936 ) $ (197,864 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 16,473,466 6,612,443 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.03 ) | 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 February 19, 2021 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (821,655 ) $ (278,926 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 19,687,130 6,683,149 Basic and diluted net loss per ordinary share $ (0.04 ) $ (0.04 ) |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | ||
Summary of reconciliation of class A common stock subject to possible redemption | Gross proceeds $ 275,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (16,046,813 ) Plus: Accretion of carrying value to redemption value 16,046,813 Class A ordinary shares subject to possible redemption as of December 31, 2021 275,000,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 43,954 Class A ordinary shares subject to possible redemption as of June 30, 2022 275,043,954 Increase in redemption value of Class A ordinary shares subject to possible redemption 861,990 Class A ordinary shares subject to possible redemption as of September 30, 2022 $ 275,905,944 | Gross proceeds $ 275,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (16,046,813 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 16,046,813 Class A ordinary shares subject to possible redemption $ 275,000,000 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis | Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Description Assets — Investments held in Trust Account — Money Market Fund September 30, 2022 $ 276,005,944 $ — $ — December 31, 2021 $ 275,012,561 $ — $ — | Description Quoted Prices in Significant Other Significant Other Assets — Investments held in Trust Account: Money market fund $ 275,012,561 $ — $ — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 1 Months Ended | 9 Months Ended | 10 Months Ended | |
May 27, 2021 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | ||||
Shares issued price per share | $ / shares | $ 10 | $ 10 | ||
Condition for future business combination use of proceeds percentage | 80 | 80 | ||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | 50 | ||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | ||
Redemption limit percentage without prior consent | 15 | 15 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | 100% | ||
Lock in period for redemption of public shares after closing of IPO | 24 months | 24 months | ||
Threshold business days for redemption of public shares | 10 days | 10 days | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 | ||
Cash | 463,000 | 738,000 | ||
Working capital deficit | $ 505,000 | 1,600,000 | ||
Aggregate purchase price | $ 25,000 | $ 25,000 | ||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | shares | 27,500,000 | |||
Shares issued price per share | $ / shares | $ 10 | $ 10 | $ 10 | |
Proceeds received from initial public offering, gross | $ 275,000,000 | |||
Transaction costs | 16,100,000 | |||
Deferred underwriting fee payable | $ 9,600,000 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | shares | 907,000 | 907,000 | ||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | shares | 2,500,000 | |||
Shares issued price per share | $ / shares | $ 10 | $ 10 | ||
Class A ordinary shares | Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | shares | 27,500,000 | |||
Class A ordinary shares | Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | shares | 907,000 | 907,000 | 907,000 | |
Shares issued price per share | $ / shares | $ 10 | |||
Proceeds received from initial public offering, gross | $ 9,100,000 | |||
Founder Shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Aggregate purchase price | $ 25,000 | $ 25,000 | ||
Advances due to related party | $ 109,000 | $ 109,000 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 9 Months Ended | 10 Months Ended | |
May 27, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents | $ 0 | $ 737,986 | |
Federal depository insurance coverage amount | 250,000 | 250,000 | |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | |
Private Placement | |||
Number of shares issued | 907,000 | 907,000 | |
Initial Public Offering | |||
Number of shares issued | 27,500,000 | ||
Class A ordinary shares | |||
Ordinary shares, shares subject to possible redemption | 27,500,000 | ||
Class A ordinary shares | Private Placement | |||
Number of shares issued | 907,000 | 907,000 | 907,000 |
Class A ordinary shares | Initial Public Offering | |||
Number of shares issued | 27,500,000 | ||
Class A Common Stock Subject to Redemption | |||
Number of shares issued | 27,500,000 | ||
Ordinary shares, shares subject to possible redemption | 27,500,000 | 27,500,000 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Class A ordinary shares | |||||
Numerator: | |||||
Allocation of net income (loss) | $ 426,708 | $ (285,869) | $ (492,936) | $ (49,644) | $ (821,655) |
Denominator: | |||||
Basic weighted average ordinary shares outstanding (in shares) | 28,407,000 | 28,407,000 | 16,473,466 | 28,407,000 | 19,687,130 |
Diluted weighted average ordinary shares outstanding (in shares) | 28,407,000 | 28,407,000 | 16,473,466 | 28,407,000 | 19,687,130 |
Earnings per share, Basic | $ 0.02 | $ (0.01) | $ (0.03) | $ 0 | $ (0.04) |
Earnings per share, Diluted | $ 0.02 | $ (0.01) | $ (0.03) | $ 0 | $ (0.04) |
Class B ordinary shares | |||||
Numerator: | |||||
Allocation of net income (loss) | $ 103,271 | $ (69,185) | $ (197,864) | $ (12,015) | $ (278,926) |
Denominator: | |||||
Basic weighted average ordinary shares outstanding (in shares) | 6,875,000 | 6,875,000 | 6,612,443 | 6,875,000 | 6,683,149 |
Diluted weighted average ordinary shares outstanding (in shares) | 6,875,000 | 6,875,000 | 6,612,443 | 6,875,000 | 6,683,149 |
Earnings per share, Basic | $ 0.02 | $ (0.01) | $ (0.03) | $ 0 | $ (0.04) |
Earnings per share, Diluted | $ 0.02 | $ (0.01) | $ (0.03) | $ 0 | $ (0.04) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 7 Months Ended | 9 Months Ended | 10 Months Ended | |
May 27, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Shares issued price per share | $ 10 | $ 10 | ||
Offering costs | $ 6,341,403 | $ 0 | $ 6,351,813 | |
Deferred underwriting commissions | $ 9,625,000 | $ 9,625,000 | ||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 27,500,000 | |||
Shares issued price per share | $ 10 | $ 10 | $ 10 | |
Proceeds from issuance initial public offering | $ 275,000,000 | |||
Offering costs | 16,100,000 | |||
Deferred underwriting commissions | $ 9,600,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 2,500,000 | |||
Shares issued price per share | $ 10 | $ 10 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares & Private Placement Shares (Details) | 1 Months Ended | 9 Months Ended | 10 Months Ended | ||||
May 27, 2021 shares | Feb. 24, 2021 USD ($) Day $ / shares shares | Apr. 30, 2021 shares | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Aug. 09, 2021 shares | |
Related Party Transaction [Line Items] | |||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | |||||
Over-allotment option | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 2,500,000 | ||||||
Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 907,000 | 907,000 | |||||
Class A ordinary shares | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Class A ordinary shares | Over-allotment option | |||||||
Related Party Transaction [Line Items] | |||||||
Shares subject to forfeiture | 2,500,000 | ||||||
Class A ordinary shares | Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 907,000 | 907,000 | 907,000 | ||||
Restrictions on transfer period of time after business combination completion | 30 days | 30 days | |||||
Share price per share | $ / shares | $ 10 | $ 10 | |||||
Gross proceeds from private placement | $ | $ 9,100,000 | $ 9,100,000 | |||||
Class B ordinary shares | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Class B ordinary shares | Over-allotment option | |||||||
Related Party Transaction [Line Items] | |||||||
Shares subject to forfeiture | 312,500 | ||||||
Founder Shares | Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||
Founder Shares | Sponsor | Over-allotment option | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||||||
Founder Shares | Sponsor | Maximum | Over-allotment option | |||||||
Related Party Transaction [Line Items] | |||||||
Shares subject to forfeiture | 937,500 | ||||||
Founder Shares | Sponsor | Class A ordinary shares | |||||||
Related Party Transaction [Line Items] | |||||||
Stock price trigger to transfer, assign or sell any shares subsequent to initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 30 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
Founder Shares | Sponsor | Class B ordinary shares | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate purchase price | $ | $ 25,000 | ||||||
Number of shares issued | 4,312,500 | ||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||||||
Aggregate number of shares owned | 7,187,500 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Loans & Administrative Services Agreement (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 24, 2021 | |
Related Party Transaction [Line Items] | ||||||
General and administrative expenses—related party | $ 52,500 | $ 30,000 | $ 44,000 | $ 157,500 | $ 74,000 | |
Related Party Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||
Related Party Loans | Initial Public Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate amount | $ 109,000 | |||||
Working Capital Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding balance of related party note | $ 0 | $ 0 | $ 0 | |||
Conversion price per share | $ 10 | $ 10 | $ 10 | |||
Amount of reimbursed or accrued | $ 0 | $ 0 | $ 0 | |||
Working Capital Loans | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Repayment of promissory note - related party | 1,500,000 | 1,500,000 | ||||
Administrative Service Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
General and administrative expenses—related party | 53,000 | $ 30,000 | $ 44,000 | 158,000 | 74,000 | |
Outstanding for services under administrative services agreement | $ 232,000 | 232,000 | 74,000 | |||
Administrative Service Agreement | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses per month | $ 17,500 | $ 17,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended | 10 Months Ended | |
May 27, 2021 shares | Sep. 30, 2022 USD ($) Item $ / shares shares | Dec. 31, 2021 USD ($) Item $ / shares shares | |
Subsidiary or Equity Method Investee [Line Items] | |||
Maximum number of demands for registration of securities | Item | 3 | 3 | |
Lock-up period | 30 days | 30 days | |
Accrued expenses | $ 0 | $ 0 | |
Period of day option from final prospectus relating to IPO | 45 days | 45 days | |
Underwriting discount per Public Share | $ / shares | $ 0.2 | $ 0.2 | |
Aggregate underwriting discount paid | $ 5,500,000 | $ 5,500,000 | |
Deferred underwriting fee payable per Public Share | $ / shares | $ 0.35 | $ 0.35 | |
Aggregate deferred underwriting fee payable | $ 9,600,000 | $ 9,600,000 | |
Over-allotment option | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Number of shares granted to underwriters | shares | 3,750,000 | 3,750,000 | |
Class A ordinary shares | Over-allotment option | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Number of shares granted to underwriters | shares | 2,500,000 |
CLASS A ORDINARY SHARES SUBJE_3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) | 3 Months Ended | 6 Months Ended | 10 Months Ended |
Sep. 30, 2022 USD ($) Vote $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) Vote $ / shares shares | |
Temporary Equity [Line Items] | |||
Number of votes per share | Vote | 1 | 1 | |
Common shares, shares outstanding (in shares) | shares | 907,000 | ||
Gross proceeds | $ 275,000,000 | $ 275,000,000 | |
Offering costs allocated to Class A ordinary shares subject to possible redemption | (16,046,813) | (16,046,813) | |
Accretion of carrying value to redemption value | 16,046,813 | $ 16,046,813 | |
Class A ordinary shares subject to possible redemption | $ 275,043,954 | ||
Increase in redemption value of Class A ordinary shares subject to possible redemption | 861,990 | 43,954 | |
Class A ordinary shares subject to possible redemption | $ 275,905,944 | 275,043,954 | |
Class A ordinary shares | |||
Temporary Equity [Line Items] | |||
Common shares, shares authorized | shares | 200,000,000 | 200,000,000 | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | 1 | |
Common shares, shares outstanding (in shares) | shares | 28,407,000 | 28,407,000 | |
Ordinary shares, shares subject to possible redemption | shares | 27,500,000 | ||
Class A Common Stock Subject to Redemption | |||
Temporary Equity [Line Items] | |||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares subject to possible redemption | shares | 27,500,000 | 27,500,000 | |
Class A ordinary shares subject to possible redemption | $ 275,000,000 | $ 275,000,000 | |
Class A ordinary shares subject to possible redemption | $ 275,905,944 | $ 275,000,000 |
SHAREHOLDERS' EQUITY - Preferen
SHAREHOLDERS' EQUITY - Preference Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' EQUITY - Ordinary
SHAREHOLDERS' EQUITY - Ordinary Shares (Details) | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | |
Class of Stock [Line Items] | ||
Common shares, shares issued (in shares) | 907,000 | |
Common shares, shares outstanding (in shares) | 907,000 | |
Number of votes per share | Vote | 1 | 1 |
Conversion ratio | 1 | 1 |
Class A ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares outstanding (in shares) | 28,407,000 | 28,407,000 |
Shares subject to possible redemption, outstanding (in shares) | 27,500,000 | |
Number of votes per share | Vote | 1 | 1 |
Class A Common Stock Subject to Redemption | ||
Class of Stock [Line Items] | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Shares subject to possible redemption, outstanding (in shares) | 27,500,000 | 27,500,000 |
Class B ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 6,875,000 | 6,875,000 |
Common shares, shares outstanding (in shares) | 6,875,000 | 6,875,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 10 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | |
Assets - Investments held in Trust Account: | ||
Transfers to / from level 3 | $ 0 | |
Transfer of assets from level 1 to level 2 | 0 | |
Transfer of assets from level 2 to level 1 | 0 | |
Level 1 | Recurring | Money market fund | ||
Assets - Investments held in Trust Account: | ||
Assets, fair Value | $ 275,012,561 | $ 276,005,944 |