Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | S-4/A |
Entity Registrant Name | FIFTH WALL ACQUISITION CORP. III |
Entity Incorporation, State or Country Code | E9 |
Entity Primary SIC Number | 6770 |
Entity Tax Identification Number | 98-1583957 |
Entity Address, Address Line One | 1 Little West 12th Street |
Entity Address, Address Line Two | 4th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10014 |
City Area Code | 310 |
Local Phone Number | 853-8878 |
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 | true |
Amendment Description | AMENDMENT NO. 1 |
Business Contact [Member] | |
Document Information [Line Items] | |
Contact Personnel Name | Brendan Wallace |
Entity Address, Address Line One | 1 Little West 12th Street |
Entity Address, Address Line Two | 4th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10014 |
City Area Code | 310 |
Local Phone Number | 853-8878 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 442,673 | $ 737,986 |
Prepaid expenses | 282,500 | 1,121,860 |
Total current assets | 725,173 | 1,859,846 |
Investments held in Trust Account | 277,949,215 | 275,012,561 |
Total Assets | 278,674,388 | 276,872,407 |
Current liabilities: | ||
Accounts payable | 287,528 | 87,097 |
Accrued expenses | 1,539,695 | 212,704 |
Total current liabilities | 1,827,223 | 299,801 |
Deferred underwriting commissions | 3,609,375 | 9,625,000 |
Total liabilities | 5,436,598 | 9,924,801 |
Commitments and Contingencies | ||
Shareholders' Deficit: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (4,612,204) | (8,053,173) |
Total shareholders' deficit | (4,611,425) | (8,052,394) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 278,674,388 | 276,872,407 |
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 $10.10 and $10.00 per share as of December 31, 2022 and 2021, respectively | 277,849,215 | 275,000,000 |
Class A ordinary shares | ||
Shareholders' Deficit: | ||
Common stock | 91 | 91 |
Class B ordinary shares | ||
Shareholders' Deficit: | ||
Common stock | $ 688 | $ 688 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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, par value, (per share) | $ 0.0001 | |
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 issued | 907,000 | 907,000 |
Common shares, shares outstanding | 907,000 | 907,000 |
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 Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares subject to possible redemption | 27,500,000 | 27,500,000 |
Ordinary shares, redemption value per share | $ / shares | $ 10.1 | $ 10 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ 1,039,142 | $ 2,452,095 |
General and administrative expenses—related party | 74,000 | 210,000 |
Loss from operations | (1,113,142) | (2,662,095) |
Other income: | ||
Income from investments held in Trust Account | 12,561 | 2,936,654 |
Net income (loss) | $ (1,100,581) | $ 274,559 |
Class A ordinary shares | ||
Other income: | ||
Basic weighted average ordinary shares outstanding (in shares) | 19,687,130 | 28,407,000 |
Diluted weighted average ordinary shares outstanding (in shares) | 19,687,130 | 28,407,000 |
Earnings per share, Basic | $ (0.04) | $ 0.01 |
Earnings per share, Diluted | $ (0.04) | $ 0.01 |
Class B ordinary shares | ||
Other income: | ||
Basic weighted average ordinary shares outstanding (in shares) | 6,683,149 | 6,875,000 |
Diluted weighted average ordinary shares outstanding (in shares) | 6,683,149 | 6,875,000 |
Earnings per share, Basic | $ (0.04) | $ 0.01 |
Earnings per share, Diluted | $ (0.04) | $ 0.01 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED 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 | ||||
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) | (8,053,173) | $ 91 | $ 688 | |
Balance at the end (in shares) at Dec. 31, 2021 | 907,000 | 6,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustment for accretion of Class A ordinary share subject to possible redemption amount | (3,565,421) | ||||
Net income (loss) | (591,638) | ||||
Balance at the end at Jun. 30, 2022 | (5,078,611) | ||||
Balance at the beginning at Dec. 31, 2021 | (8,052,394) | (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] | |||||
Adjustment for accretion of Class A ordinary share subject to possible redemption amount | (2,703,431) | ||||
Net income (loss) | (61,659) | ||||
Balance at the end at Sep. 30, 2022 | (5,410,622) | ||||
Balance at the beginning at Dec. 31, 2021 | (8,052,394) | (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] | |||||
Adjustment for accretion of Class A ordinary share subject to possible redemption amount | 3,166,410 | 3,166,410 | |||
Net income (loss) | 274,559 | 274,559 | |||
Balance at the end at Dec. 31, 2022 | $ (4,611,425) | $ (4,612,204) | $ 91 | $ 688 | |
Balance at the end (in shares) at Dec. 31, 2022 | 907,000 | 6,875,000 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (1,100,581) | $ 274,559 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | 0 |
Income from investments held in Trust Account | (12,561) | (2,936,654) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (1,121,860) | 839,360 |
Accounts payable | 87,097 | 200,431 |
Accrued expenses | 142,704 | 1,396,991 |
Net cash used in operating activities | (1,980,201) | (225,313) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (275,000,000) | 0 |
Net cash used in investing activities | (275,000,000) | 0 |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | (108,892) | 0 |
Proceeds from note payable to related party | 108,892 | 0 |
Proceeds received from private placement | 9,070,000 | 0 |
Proceeds received from initial public offering, gross | 275,000,000 | 0 |
Offering costs paid | (6,351,813) | (70,000) |
Net cash provided by financing activities | 277,718,187 | (70,000) |
Net change in cash | 737,986 | (295,313) |
Cash - beginning of the period | 0 | 737,986 |
Cash - end of the period | 737,986 | 442,673 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | 70,000 | 0 |
Deferred underwriting commissions in connection with the initial public offering | 9,625,000 | 0 |
Extinguishment of deferred underwriting commissions allocated to Public Shares | $ 0 | $ 6,015,625 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022, the Company had not commenced any operations. All activity for the period from February 19, 2021 (inception) through December 31, 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 27,500,000 Class A ordinary shares (the “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 5). 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 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’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 “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 5) 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 business days thereafter, redeem the Public Shares, at a 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. Proposed Merger On December 13, 2022, the Company (together with its successors, including after the Domestication (as defined below)), entered into an agreement and plan of merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Queen Merger Corp. I, a Maryland corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Mobile Infrastructure Corporation, a Maryland corporation (“MIC”). The transactions set forth in the Merger Agreement, including the Mergers (defined below), will constitute an “initial business combination” as contemplated by the Amended and Restated Memorandum and Articles of Association and is referred to herein as the “Merger”. On March 23, 2023, the Company, Merger Sub and MIC entered into the First Amendment to the Agreement and Plan of Merger (the “First Amendment”) to, among other things, clarify the intended tax treatment of the Merger, expand the size of the post-closing board of directors, and revise certain pre-closing reorganizational steps of MIC affiliates. The Mergers The Merger Agreement provides for, among other things, the following transactions: (i) the Company will transfer by way of continuation from the Cayman Islands to the State of Maryland and will domesticate by means of a corporate conversion (the “Domestication”) to a Maryland corporation (“Surviving Pubco”) in accordance with Title 3, Section 9 of the Maryland General Corporation Law, as amended (the “MGCL”), and Part XII of the Cayman Islands Companies Act (as revised), and, in connection with the Domestication, (A) each then issued and outstanding Class A ordinary share, par value $ per share, of the Company (the “Class A Shares”) will convert automatically, on a one-for-one basis, per share, of the Company will convert automatically, on a one-for-one basis, Lock-up Agreements Sponsor Lock-up Agreement Concurrently with the execution of the Merger Agreement, our sponsor, MIC and the Company entered into a lock-up Lock-up Lock-up following the consummation of the transactions contemplated by the Merger Agreement (the “Closing”) and (b) the date after the Closing on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property. Seller Lock-up Agreement Concurrently with the execution of the Merger Agreement, certain security holders of MIC (“MIC Holders”), the Company and MIC entered into a lock-up agreement (“Seller Lock-up Agreement”). Seller Lock-up Agreement, six (6) months following Closing and (b) the date after the Closing on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property. Sponsor Agreement Concurrently with the execution of the Merger Agreement, the Company also entered into a Sponsor Agreement (the “Sponsor Agreement”) with our sponsor 0.0001 per share (the “Class B Holders”), whereby our sponsor Ou r s 1,658,750 Founder Shares will vest at such time as the aggregate volume-weighted average price per Surviving Pubco Share for any 5 -consecutive trading per share (provided that such Founder Shares will be cancelled if the Founder Shares have not vested prior to December 31, 2026 ), (b) 1,658,750 Founder Shares will vest at such time as the aggregate volume-weighted average price per Surviving Pubco Share for any 5-consecutive trading 20.00 per share (provided that such Founder Shares will be cancelled if the Founder Shares have not vested prior to December 31, 2028 ), (c) our sponsor consideration 1,375,000 Founder Shares and any portion of 2,062,500 Founder Shares not transferred to third-party investors in connection with the Closing, and (d) if the aggregate cash proceeds generated additional Subscription Agreements (defined below) entered into with other investors ”) (defined below) 40,000,000 , our s consideration 1,375,000 Founder Shares, which number of shares shall be reduced to 1,000,000 Founder Shares if such cash proceeds at Closing equal or exceed $ 40,000,000 but are less than $ 50,000,000 . If earlier, the Founder Shares described in the foregoing clauses (a) and (b) shall vest on the date after the Closing on which Surviving Pubco (or its successors) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property. PIPE Investment (Private Placement) Concurrently with the execution of the Merger Agreement, the Company entered into a subscription agreement (the “Subscription Agreement”) with each of Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners Master, Ltd. (collectively, the “Initial PIPE Investor”), pursuant to which, among other things, the Initial PIPE Investor has agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the Initial PIPE Investor an aggregate of 1,200,000 Surviving Pubco Shares for a purchase price of $10.00 per 1.2 shares, on the terms and subject to the conditions set forth therein (the “Initial PIPE Investment”). The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and the Initial PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Surviving Pubco Shares to be issued and sold to the Initial PIPE Investor pursuant to the Subscription Agreement will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Subscription Agreement provides the Initial PIPE Investor with certain customary registration rights. The Subscription Agreement further provides that one-sixth of the Surviving Pubco Shares issued to the PIPE Investors will be subject to certain transfer restrictions. Support Agreements Color Up Support Agreement Concurrently with the execution of the Merger Agreement, the Company and Color Up, LLC, a Delaware limited liability company (“Color Up”), entered into an agreement (the “Color Up Support Agreement”) pursuant to which Color Up agreed to vote its shares of MIC Common Stock (i) in favor of the Mergers and the transactions contemplated by the Merger Agreement, (ii) in favor of any proposal to adjourn a meeting of the MIC stockholders at which there is a proposal to adopt the Merger Agreement if there are not sufficient votes to adopt the proposals described in clause (i) above or if there are not sufficient shares of MIC’s common stock present in person or represented by proxy to constitute a quorum, (iii) against any merger, purchase of all or substantially all of the MIC’s assets or other business combination transaction (other than the Merger Agreement), (iv) subject to certain exceptions, in any circumstances upon which a consent or other approval is required under MIC’s Charter or otherwise sought with respect to the Merger Agreement (including the Mergers), to vote, consent or approve all of Color Up’s MIC Common Stock held at such time in favor thereof, (v) against and withhold consent with respect to any merger, purchase of all or substantially all of MIC’s assets or other business combination transaction (other than the Merger Agreement), (vi) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of the Color Up Support Agreement, the Merger Agreement, or the Mergers, and (vii) in favor of any proposal to amend the Third Amended and Restated Limited Partnership Agreement of Mobile Infra Operating Partnership, L.P. (including the conversion to a limited liability company, the “LLCA”), as contemplated by the Merger Agreement. The Color Up Support Agreement also contains customary termination provisions. HS3 Support Agreement Concurrently with the execution of the Merger Agreement, the Company and HSCP Strategic III, L.P., a Delaware limited partnership (“HS3”), entered into an agreement (as amended by the First Amendment, the “A&R HS3 Support Agreement”) pursuant to which HS3 agreed to, among other things, enter into the LLCA in connection with the consummation of the Merger. The A&R HS3 Support Agreement also contains customary termination provisions. Additional information regarding MIC and the Merger is available in the proxy statement/prospectus most recently filed by the Company with the SEC on January 13, 2023. Liquidity and Going Concern As of December 31, 2022, the Company had approximately $ 443,000 in its operating bank account and working capital deficit 1.1 million. The Company’s liquidity needs through December 31, 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 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, 2022 and 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, Continue as a Going Concern,” management has determined that the liquidity needs, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2023. The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date. Over this time period, the Company will be using the funds outside of the Trust Account 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. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company had recognized a liability upon closing of their initial public offering in May 2021 for a portion of the underwriters’ commissions which was contingently payable upon closing of a future business combination, with the offsetting entry resulting in an initial discount to the securities sold in the initial public offering. On June 6, 2022, Goldman Sachs & Co. LLC irrevocably waived its rights to the deferred underwriting commissions due under the underwriting agreement. The Company did not recognize the waiver in the Company’s Form 10-Qs Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the Company’s Affected Quarterly Periods should no longer be relied upon and that it is appropriate to restate them. As such, the Company will restate its financial statements in this Form 10-K. Impact of the Restatement The impact of the restatement on the unaudited interim balance sheets, statements of changes in stockholders’ deficit and statements of cash flows for the affected period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. Balance Sheets: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2022: As of June 30, 2022 As Previously Restatement As Restated Total Assets $ 276,393,463 $ — $ 276,393,463 Total current liabilities 412,495 — 412,495 Deferred underwriting commissions 9,625,000 (3,609,375 ) 6,015,625 Total liabilities 10,037,495 (3,609,375 ) 6,428,120 Class A ordinary shares subject to possible redemption 275,043,954 — 275,043,954 Preferred shares — — — Class A ordinary shares 91 — 91 Class B ordinary shares 688 — 688 Additional paid-in — — — Accumulated deficit (8,688,765 ) 3,609,375 (5,079,390 ) Total shareholders’ deficit (8,687,986 ) 3,609,375 (5,078,611 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 276,393,463 $ — $ 276,393,463 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of September 30, 2022: As of September 30, 2022 As Previously Restatement As Restated Total Assets $ 276,978,583 $ — $ 276,978,583 Total current liabilities 467,636 — 467,636 Deferred underwriting commissions 9,625,000 (3,609,375 ) 6,015,625 Total liabilities 10,092,636 (3,609,375 ) 6,483,261 Class A ordinary shares subject to possible redemption 275,905,944 — 275,905,944 Preferred shares — — — Class A ordinary shares 91 — 91 Class B ordinary shares 688 — 688 Additional paid-in — — — Accumulated deficit (9,020,776 ) 3,609,375 (5,411,401 ) Total shareholders’ deficit (9,019,997 ) 3,609,375 (5,410,622 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 276,978,583 $ — $ 276,978,583 Statement of Changes in Stockholders’ Deficit: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported accumulated deficit in the statement of changes in stockholders’ deficit for the six months ended June 30, 2022: For the Six Months Ended June 30, 2022 As Previously Restatement As Restated Balance—December 31, 2021 $ (8,053,173 ) $ — $ (8,053,173 ) Adjustment for accretion of Class A ordinary shares subject to possible (43,954 ) 3,609,375 3,565,421 Net loss (591,638 ) — (591,638 ) Balance—June 30, 2022 $ (8,688,765 ) $ 3,609,375 $ (5,079,390 ) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported accumulated deficit in the statement of changes in stockholders’ deficit for the nine months ended September 30, 2022: For the Nine Months Ended September 30, 2022 As Previously Restatement As Restated Balance—December 31, 2021 $ (8,053,173 ) $ — $ (8,053,173 ) Adjustment for accretion of Class A ordinary shares subject to possible redemption amount (905,944 ) 3,609,375 2,703,431 Net loss (61,659 ) — (61,659 ) Balance—September 30, 2022 $ (9,020,776 ) $ 3,609,375 $ (5,411,401 ) Statement of Cash Flows: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2022: For the Six Months Ended June 30, 2022 As Previously Restatement As Restated Supplemental disclosure of noncash financing activities: Extinguishment of deferred underwriting commissions allocated to Public Shares $ — $ 3,609,375 $ 3,609,375 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the nine months ended September 30, 2022: For the Nine Months Ended September 30, As Previously Restatement As Restated Supplemental disclosure of noncash financing activities: Extinguishment of deferred underwriting commissions allocated to Public Shares $ — $ 3,609,375 $ 3,609,375 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation. 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 consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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 December 31, 2022 and 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 consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying 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 Depository Insurance Corporation coverage limit of $ 250,000 . As of December 31, 2022 and 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 the initial business combination, as such are considered non-redeemable consolidated balance sheets. The Company’s redeemable Class A ordinary shares sold as part of the Initial Public Offering, feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 27,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s consolidated balance sheets. 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 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 Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 221,059 $ 53,500 $ (821,655) $ (278,926) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 19,687,130 6,683,149 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ (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 periods 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 consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 4. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. 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, 20 trading days within any 30-trading 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. 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 109,000 through the Initial Public Offering. The Company repaid the Note in full upon closing of the Initial Public Offering. Subsequent to the repayment, the facility was no longer available to the Company. 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 December 31, 2022 and 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 year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021, the Company incurred expenses of $ 210,000 and $ 74,000 , under this agreement, respectively. As of December 31, 2022 and 2021, the Company had $ 284,000 and $ 74,000 , respectively, in balance outstanding for services in connection with such agreement on the accompanying consolidated balance sheets. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket no such amounts were reimbursed or accrued respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. 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 30 days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. For the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021, and as of December 31, 2022 and 2021, such amounts were reimbursed or accrued respectively . Underwriting Agreement The Company granted the underwriters a 45-day 3,750,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On May 27, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 2,500,000 Class A ordinary shares. On July 8, 2021, the over-allotment option expired. 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. In 2022, Goldman Sachs & Co. LLC (“Goldman”) and BofA Securities, Inc. (“BofA”), two of the representatives of the underwriters of the Company’s IPO, waived their deferred underwriting fee that accrued from their participation in the IPO, resulting in a gain from settlement of deferred underwriting commissions of approximately $ 6.0 million. 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 securitie s. |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 7 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, 2022 and 2021, there were shares of Class A ordinary shares outstanding, of which were subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheets. The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Gross proceeds $ 275,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible (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 Plus: Waiver of offering costs allocated to Class A ordinary shares subject to 6,015,625 Less: Increase in redemption value of Class A ordinary shares subject to possible redemption (3,166,410 ) Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 277,849,215 |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference Shares 1,000,000 preference shares with a par value of $ 0.0001 per share. As of December 31, 2022 and 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares- 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. As of December 31, 2022 and 2021, there were 28,407,000 Class A ordinary shares outstanding, of which 27,500,000 are classified as temporary equity (see Note 6). Class B Ordinary Shares 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. As of December 31, 2022 and 2021, there were 6,875,000 Class B ordinary shares issued and outstanding (see Note 4). 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 related to the consummation of a Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 per cent of the sum of all Class B ordinary shares in issue upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement shares issued to the Sponsor, officers or directors upon conversion of working capital loans. The automatic conversion of the Class B ordinary shares into Class A ordinary shares on the day of consummation of the initial Business Combination is not subject to any further triggering events. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Description Assets — Investments held in Trust Account — Money Market Fund December 31, 2022 $ 277,949,215 $ — $ — December 31, 2021 $ 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, 2022, there were no transfers to/from Levels 1, 2, and 3 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 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS On February 24, 2023, Deutsche Bank Securities Inc., an underwriter to the Company’s IPO, waived its entitlement to its portion of its deferred underwriting fee payable upon consummation of an initial business combination pursuant to the underwriting agreement. On March 23, 2023, the Company, Merger Sub and MIC entered into the First Amendment to the Agreement and Plan of Merger (the “First Amendment”) to, among other things, clarify the intended tax treatment of the Merger, expand the size of the post-closing board of directors, and revise certain pre-closing reorganizational steps of MIC affiliates. The Company evaluated subsequent events and transactions that occurred after the balance sheet date and up to the date consolidated financial statements were issued. Based upon this review, other than as disclosed above, the Company did not identify any other subsequent events, that would have required adjustment or disclosure in the consolidated financial statements. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation. |
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 |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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 December 31, 2022 and 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 consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of credit risk | Concentration of credit risk 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, 2022 and 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,” 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. |
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 |
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 consolidated balance sheets. The Company’s redeemable Class A ordinary shares sold as part of the Initial Public Offering, feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 27,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s consolidated balance sheets. 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 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 Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 221,059 $ 53,500 $ (821,655) $ (278,926) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 19,687,130 6,683,149 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ (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 periods 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 consolidated financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatement of Previously Issued Financial Statements | Balance Sheets: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2022: As of June 30, 2022 As Previously Restatement As Restated Total Assets $ 276,393,463 $ — $ 276,393,463 Total current liabilities 412,495 — 412,495 Deferred underwriting commissions 9,625,000 (3,609,375 ) 6,015,625 Total liabilities 10,037,495 (3,609,375 ) 6,428,120 Class A ordinary shares subject to possible redemption 275,043,954 — 275,043,954 Preferred shares — — — Class A ordinary shares 91 — 91 Class B ordinary shares 688 — 688 Additional paid-in — — — Accumulated deficit (8,688,765 ) 3,609,375 (5,079,390 ) Total shareholders’ deficit (8,687,986 ) 3,609,375 (5,078,611 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 276,393,463 $ — $ 276,393,463 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of September 30, 2022: As of September 30, 2022 As Previously Restatement As Restated Total Assets $ 276,978,583 $ — $ 276,978,583 Total current liabilities 467,636 — 467,636 Deferred underwriting commissions 9,625,000 (3,609,375 ) 6,015,625 Total liabilities 10,092,636 (3,609,375 ) 6,483,261 Class A ordinary shares subject to possible redemption 275,905,944 — 275,905,944 Preferred shares — — — Class A ordinary shares 91 — 91 Class B ordinary shares 688 — 688 Additional paid-in — — — Accumulated deficit (9,020,776 ) 3,609,375 (5,411,401 ) Total shareholders’ deficit (9,019,997 ) 3,609,375 (5,410,622 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 276,978,583 $ — $ 276,978,583 Statement of Changes in Stockholders’ Deficit: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported accumulated deficit in the statement of changes in stockholders’ deficit for the six months ended June 30, 2022: For the Six Months Ended June 30, 2022 As Previously Restatement As Restated Balance—December 31, 2021 $ (8,053,173 ) $ — $ (8,053,173 ) Adjustment for accretion of Class A ordinary shares subject to possible (43,954 ) 3,609,375 3,565,421 Net loss (591,638 ) — (591,638 ) Balance—June 30, 2022 $ (8,688,765 ) $ 3,609,375 $ (5,079,390 ) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported accumulated deficit in the statement of changes in stockholders’ deficit for the nine months ended September 30, 2022: For the Nine Months Ended September 30, 2022 As Previously Restatement As Restated Balance—December 31, 2021 $ (8,053,173 ) $ — $ (8,053,173 ) Adjustment for accretion of Class A ordinary shares subject to possible redemption amount (905,944 ) 3,609,375 2,703,431 Net loss (61,659 ) — (61,659 ) Balance—September 30, 2022 $ (9,020,776 ) $ 3,609,375 $ (5,411,401 ) Statement of Cash Flows: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2022: For the Six Months Ended June 30, 2022 As Previously Restatement As Restated Supplemental disclosure of noncash financing activities: Extinguishment of deferred underwriting commissions allocated to Public Shares $ — $ 3,609,375 $ 3,609,375 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the nine months ended September 30, 2022: For the Nine Months Ended September 30, As Previously Restatement As Restated Supplemental disclosure of noncash financing activities: Extinguishment of deferred underwriting commissions allocated to Public Shares $ — $ 3,609,375 $ 3,609,375 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of basic and diluted net income (loss) per common share | 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 Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 221,059 $ 53,500 $ (821,655) $ (278,926) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 19,687,130 6,683,149 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ (0.04) $ (0.04) |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 (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 Plus: Waiver of offering costs allocated to Class A ordinary shares subject to 6,015,625 Less: Increase in redemption value of Class A ordinary shares subject to possible redemption (3,166,410 ) Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 277,849,215 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Description Assets — Investments held in Trust Account — Money Market Fund December 31, 2022 $ 277,949,215 $ — $ — December 31, 2021 $ 275,012,561 $ — $ — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 10 Months Ended | 12 Months Ended | |
May 27, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued price per share | $ / shares | $ 10 | ||
Condition for future business combination use of proceeds percentage | 80 | ||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | ||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | ||
Redemption limit percentage without prior consent | 15 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||
Lock in period for redemption of public shares after closing of IPO | 24 months | ||
Cash | $ 443,000 | ||
Working capital deficit | 1,100,000 | ||
Aggregate purchase price | $ 25,000 | ||
Fund raised from third party | $ 108,892 | 0 | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||
PIPE Investments | |||
Subsidiary, Sale of Stock [Line Items] | |||
Fund raised from third party | $ 40,000,000 | ||
Seller Lock-up Agreement | Mobile Infrastructure Corporation | |||
Subsidiary, Sale of Stock [Line Items] | |||
Description Of Transfer Of Share Term | six (6) months | ||
Sponsor Lock-up Agreement | Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Description Of Transfer Of Share Term | six (6) months | ||
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 | |
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 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | shares | 2,500,000 | ||
Shares issued price per share | $ / shares | $ 10 | ||
Class A ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, par value, (per share) | $ / shares | 0.0001 | $ 0.0001 | |
Class A ordinary shares | Surviving Pubco | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common Stock, Conversion Basis | one-for-one | ||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||
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 | |
Shares issued price per share | $ / shares | $ 10 | ||
Proceeds received from initial public offering, gross | $ 9,100,000 | ||
Share Price | $ / shares | $ 10 | ||
Founder Shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 25,000 | ||
Advances due to related party | $ 109,000 | ||
Stock UnIssued During Period | shares | 2,062,500 | ||
Stock Issued During Period, Shares, Issued for Services | shares | 1,375,000 | ||
Founder Shares | Maximum | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from Issuance or Sale of Equity | $ 50,000,000 | ||
Stock Issued During Period, Shares, Issued for Services | shares | 1,375,000 | ||
Founder Shares | Minimum | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from Issuance or Sale of Equity | $ 40,000,000 | ||
Stock Issued During Period, Shares, Issued for Services | shares | 1,000,000 | ||
Founder Shares | Equals or Exceed Twenty Point zero zero | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share based compensation arrangement by share based payment award award vesting date | Dec. 31, 2028 | ||
Share Price | $ / shares | $ 20 | ||
Number of consecutive trading days | 5 days | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | shares | 1,658,750 | ||
Founder Shares | Equals Or Exceed sixteen point zero zero | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share based compensation arrangement by share based payment award award vesting date | Dec. 31, 2026 | ||
Share Price | $ / shares | $ 16 | ||
Number of consecutive trading days | 5 days | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | shares | 1,658,750 | ||
Class B ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Class B ordinary shares | Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||
Class B ordinary shares | Surviving Pubco | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common Stock, Conversion Basis | one-for-one | ||
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Schedule of Restatement of Previously Issued Financial Statements (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Feb. 18, 2021 | |
CONSOLIDATED BALANCE SHEET | |||||
Total Assets | $ 276,393,463 | $ 276,978,583 | $ 276,872,407 | $ 278,674,388 | |
Total current liabilities | 412,495 | 467,636 | 299,801 | 1,827,223 | |
Deferred underwriting commissions | 6,015,625 | 6,015,625 | 9,625,000 | 3,609,375 | |
Total liabilities | 6,428,120 | 6,483,261 | 9,924,801 | 5,436,598 | |
Preferred shares | 0 | 0 | 0 | 0 | |
Additional paid-in capital | 0 | 0 | 0 | 0 | |
Accumulated deficit | (5,079,390) | (5,411,401) | (8,053,173) | (4,612,204) | |
Total shareholders' deficit | (5,078,611) | (5,410,622) | (8,052,394) | (4,611,425) | $ 0 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 276,393,463 | 276,978,583 | 276,872,407 | 278,674,388 | |
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT | |||||
Balance at the beginning | (8,053,173) | (8,053,173) | (8,053,173) | ||
Adjustment for accretion of Class A ordinary shares subject to possible redemption amount | 3,565,421 | 2,703,431 | (3,166,410) | ||
Net loss | (591,638) | (61,659) | (1,100,581) | 274,559 | |
Balance at the end | (5,079,390) | (5,411,401) | (8,053,173) | (4,612,204) | |
CONSOLIDATED STATEMENT OF CASH FLOWS | |||||
Extinguishment of deferred underwriting commissions allocated to Public Shares | 3,609,375 | 3,609,375 | 0 | 6,015,625 | |
Previously Reported [Member] | |||||
CONSOLIDATED BALANCE SHEET | |||||
Total Assets | 276,393,463 | 276,978,583 | |||
Total current liabilities | 412,495 | 467,636 | |||
Deferred underwriting commissions | 9,625,000 | 9,625,000 | |||
Total liabilities | 10,037,495 | 10,092,636 | |||
Preferred shares | 0 | 0 | |||
Additional paid-in capital | 0 | 0 | |||
Accumulated deficit | (8,688,765) | (9,020,776) | (8,053,173) | ||
Total shareholders' deficit | (8,687,986) | (9,019,997) | |||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 276,393,463 | 276,978,583 | |||
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT | |||||
Balance at the beginning | (8,053,173) | (8,053,173) | (8,053,173) | ||
Adjustment for accretion of Class A ordinary shares subject to possible redemption amount | (43,954) | (905,944) | |||
Net loss | (591,638) | (61,659) | |||
Balance at the end | (8,688,765) | (9,020,776) | (8,053,173) | ||
CONSOLIDATED STATEMENT OF CASH FLOWS | |||||
Extinguishment of deferred underwriting commissions allocated to Public Shares | 0 | 0 | |||
Restatement Adjustment [Member] | |||||
CONSOLIDATED BALANCE SHEET | |||||
Total Assets | 0 | 0 | |||
Total current liabilities | 0 | 0 | |||
Deferred underwriting commissions | (3,609,375) | (3,609,375) | |||
Total liabilities | (3,609,375) | (3,609,375) | |||
Preferred shares | 0 | 0 | |||
Additional paid-in capital | 0 | 0 | |||
Accumulated deficit | 3,609,375 | 3,609,375 | 0 | ||
Total shareholders' deficit | 3,609,375 | 3,609,375 | |||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 0 | 0 | |||
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT | |||||
Balance at the beginning | 0 | 0 | 0 | ||
Adjustment for accretion of Class A ordinary shares subject to possible redemption amount | 3,609,375 | 3,609,375 | |||
Net loss | 0 | 0 | |||
Balance at the end | 3,609,375 | 3,609,375 | 0 | ||
CONSOLIDATED STATEMENT OF CASH FLOWS | |||||
Extinguishment of deferred underwriting commissions allocated to Public Shares | 3,609,375 | 3,609,375 | |||
Common Class A [Member] | |||||
CONSOLIDATED BALANCE SHEET | |||||
Ordinary shares subject to possible redemption | 91 | 91 | |||
Common Class A [Member] | Previously Reported [Member] | |||||
CONSOLIDATED BALANCE SHEET | |||||
Ordinary shares subject to possible redemption | 91 | 91 | |||
Common Class A [Member] | Restatement Adjustment [Member] | |||||
CONSOLIDATED BALANCE SHEET | |||||
Ordinary shares subject to possible redemption | 0 | 0 | |||
Class A Common Stock Subject to Redemption | |||||
CONSOLIDATED BALANCE SHEET | |||||
Ordinary shares subject to possible redemption | 275,043,954 | 275,905,944 | $ 275,000,000 | $ 277,849,215 | |
Class A Common Stock Subject to Redemption | Previously Reported [Member] | |||||
CONSOLIDATED BALANCE SHEET | |||||
Ordinary shares subject to possible redemption | 275,043,954 | 275,905,944 | |||
Class A Common Stock Subject to Redemption | Restatement Adjustment [Member] | |||||
CONSOLIDATED BALANCE SHEET | |||||
Ordinary shares subject to possible redemption | 0 | 0 | |||
Common Class B [Member] | |||||
CONSOLIDATED BALANCE SHEET | |||||
Ordinary shares subject to possible redemption | 688 | 688 | |||
Common Class B [Member] | Previously Reported [Member] | |||||
CONSOLIDATED BALANCE SHEET | |||||
Ordinary shares subject to possible redemption | 688 | 688 | |||
Common Class B [Member] | Restatement Adjustment [Member] | |||||
CONSOLIDATED BALANCE SHEET | |||||
Ordinary shares subject to possible redemption | $ 0 | $ 0 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents | $ 0 | $ 0 |
Federal depository insurance coverage amount | 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 | |
Class A Common Stock Subject to Redemption | ||
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 Income (Loss) per Common Share (Details) - USD ($) | 10 Months Ended | 12 Months Ended | 22 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | |
Class A ordinary shares | |||
Numerator: | |||
Allocation of net income (loss) | $ (821,655) | $ 221,059 | |
Denominator: | |||
Basic weighted average ordinary shares outstanding (in shares) | 19,687,130 | 28,407,000 | 19,687,130 |
Diluted weighted average ordinary shares outstanding (in shares) | 19,687,130 | 28,407,000 | |
Earnings per share, Basic | $ (0.04) | $ 0.01 | $ (0.04) |
Earnings per share, Diluted | $ (0.04) | $ 0.01 | |
Class B ordinary shares | |||
Numerator: | |||
Allocation of net income (loss) | $ (278,926) | $ 53,500 | |
Denominator: | |||
Basic weighted average ordinary shares outstanding (in shares) | 6,683,149 | 6,875,000 | 6,683,149 |
Diluted weighted average ordinary shares outstanding (in shares) | 6,683,149 | 6,875,000 | |
Earnings per share, Basic | $ (0.04) | $ 0.01 | $ (0.04) |
Earnings per share, Diluted | $ (0.04) | $ 0.01 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |||
May 27, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued price per share | $ 10 | ||||
Offering costs | $ 6,351,813 | $ 70,000 | |||
Deferred underwriting commissions | $ 9,625,000 | $ 3,609,375 | $ 6,015,625 | $ 6,015,625 | |
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | 27,500,000 | ||||
Shares issued price per share | $ 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 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares & Private Placement Shares (Details) | 1 Months Ended | 10 Months Ended | 12 Months Ended | |||
May 27, 2021 shares | Feb. 24, 2021 USD ($) d $ / shares shares | Apr. 30, 2021 shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 09, 2021 shares | |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | |||||
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 | |||||
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 | ||||
Restrictions on transfer period of time after business combination completion | 30 days | |||||
Share price per share | $ / shares | $ 10 | |||||
Gross proceeds from private placement | $ | $ 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 | |||||
Sponsor | Class B ordinary shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | |||||
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 | d | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | d | 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 ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Feb. 24, 2021 | |
Related Party Transaction [Line Items] | |||
General and administrative expenses—related party | $ 74,000 | $ 210,000 | |
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 | |
Conversion price per share | $ 10 | ||
Amount of reimbursed or accrued | 0 | $ 0 | |
Working Capital Loans | Maximum | |||
Related Party Transaction [Line Items] | |||
Repayment of promissory note - related party | 1,500,000 | ||
Administrative Service Agreement | |||
Related Party Transaction [Line Items] | |||
General and administrative expenses—related party | 210,000 | 74,000 | |
Outstanding for services under administrative services agreement | 74,000 | $ 284,000 | |
Administrative Service Agreement | Maximum | |||
Related Party Transaction [Line Items] | |||
Expenses per month | $ 17,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 12 Months Ended | ||
May 27, 2021 shares | Dec. 31, 2022 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) | |
Subsidiary or Equity Method Investee [Line Items] | |||
Maximum number of demands for registration of securities | item | 3 | ||
Lock-up period | 30 days | ||
Accrued expenses | $ 0 | $ 0 | |
Period of day option from final prospectus relating to IPO | 45 days | ||
Underwriting discount per Public Share | $ / shares | $ 0.2 | ||
Aggregate underwriting discount paid | $ 5,500,000 | ||
Deferred underwriting fee payable per Public Share | $ / shares | $ 0.35 | ||
Aggregate deferred underwriting fee payable | $ 9,600,000 | ||
Gain from settlement of deferred underwriting commissions | $ 6,000,000 | ||
Over-allotment option | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Number of shares granted to underwriters | shares | 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) | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) vote Vote $ / shares shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Temporary Equity [Line Items] | ||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | |||
Number of votes per share | Vote | 1 | |||
Gross proceeds | $ 275,000,000 | |||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (16,046,813) | |||
Accretion of carrying value to redemption value | $ 16,046,813 | |||
Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption | $ 6,015,625 | |||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ (3,166,410) | |||
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 | |||
Common shares, shares outstanding (in shares) | shares | 907,000 | 907,000 | ||
Class A ordinary shares subject to possible redemption | $ 91 | $ 91 | ||
Class A ordinary shares | Common Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Common shares, shares outstanding (in shares) | shares | 28,407,000 | 28,407,000 | ||
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 | $ 277,849,215 | $ 275,905,944 | $ 275,043,954 |
SHAREHOLDERS' DEFICIT - Prefere
SHAREHOLDERS' DEFICIT - Preference Shares (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
SHAREHOLDERS' DEFICIT | ||
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' DEFICIT - Ordinar
SHAREHOLDERS' DEFICIT - Ordinary Shares (Details) | 12 Months Ended | |
Dec. 31, 2022 vote Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Number of votes per share | Vote | 1 | |
Conversion ratio | 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 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 issued (in shares) | 907,000 | 907,000 |
Common shares, shares outstanding (in shares) | 907,000 | 907,000 |
Number of votes per share | vote | 1 | |
Class A ordinary shares | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common shares, shares outstanding (in shares) | 28,407,000 | 28,407,000 |
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 ($) | 22 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Assets - Investments held in Trust Account: | ||
Transfers to / from level 3 | $ 0 | |
Level 1 | Recurring | Money market fund | ||
Assets - Investments held in Trust Account: | ||
Assets, fair Value | $ 277,949,215 | $ 275,012,561 |