Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 17, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | Global Technology Acquisition Corp. I | ||
Entity Central Index Key | 0001848821 | ||
Entity File Number | 001-40948 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 66-0969672 | ||
Entity Address, Address Line One | 19 W 24th Street | ||
Entity Address, Address Line Two | 10th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10010 | ||
City Area Code | 917 | ||
Local Phone Number | 338-7786 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Title of 12(b) Security | Class A Ordinary Shares, $0.0001 par value per share | ||
Trading Symbol | GTAC | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 199,200,000 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, New York | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,196,912 | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value per share and one-half of one redeemable warrant | ||
Trading Symbol | GTACU | ||
Security Exchange Name | NASDAQ | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,902,640 | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | ||
Trading Symbol | GTACW | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 17,803,088 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,000,000 |
Balance Sheet
Balance Sheet - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 744,000 | $ 1,326,000 |
Prepaid expenses | 167,000 | 409,000 |
Total current assets | 911,000 | 1,735,000 |
Non-current asset – Investments held in Trust Account | 206,946,000 | 204,004,000 |
Total assets | 207,857,000 | 205,739,000 |
Current liabilities - | ||
Accounts payable (including approximately $107,000 of offering costs in 2021) | 73,000 | 147,000 |
Accrued liabilities | 19,000 | 79,000 |
Total current liabilities | 92,000 | 226,000 |
Warrant liabilities | 615,000 | 11,070,000 |
Deferred underwriting compensation | 3,675,000 | 7,000,000 |
Total liabilities | 4,382,000 | 18,296,000 |
Commitments and Contingencies (see Note 8) | ||
SHAREHOLDERS' DEFICIT | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | 0 | 0 |
Additional paid-in-capital | 0 | 0 |
Accumulated deficit | (3,472,000) | (16,558,000) |
Total shareholders' deficit | (3,471,000) | (16,557,000) |
Total liabilities and shareholders' deficit | 207,857,000 | 205,739,000 |
Common Class A [Member] | ||
Current liabilities - | ||
Class A ordinary shares subject to possible redemption: 20,000,000 shares (at $10.35 and $10.20 per share at December 31, 2022 and December 31, 2021, respectively) | 206,946,000 | 204,000,000 |
SHAREHOLDERS' DEFICIT | ||
Common Stock, Value | 0 | 0 |
Common Class B [Member] | ||
SHAREHOLDERS' DEFICIT | ||
Common Stock, Value | $ 1,000 | $ 1,000 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Offering costs payable | $ 107,000 | |
Preferred stock, par value | $ 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 stock, shares authorized | 220,000,000 | |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Stock, Value | $ 0 | $ 0 |
Temporary Equity, Shares Outstanding | 20,000,000 | 20,000,000 |
Temporary Equity, Redemption Price Per Share | $ 10.35 | $ 10.2 |
Common Class B (Member) | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,000,000 | 5,000,000 |
Common stock, shares outstanding | 5,000,000 | 5,000,000 |
Common Stock, Value | $ 1,000 | $ 1,000 |
Common Class B (Member) | Before Round Off [Member] | ||
Common Stock, Value | $ 500 | $ 500 |
Preferred Shares [Member] | ||
Temporary Equity, Shares Outstanding | 20,000,000 | 20,000,000 |
Statement of Operations
Statement of Operations - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ 291,000 | $ 690,000 |
Loss from operations | (291,000) | (690,000) |
Other income (expense): | ||
Interest income on Trust Account | 4,000 | 2,942,000 |
Warrant liability issuance costs | (491,000) | 0 |
Change in fair value of warrant liability | 5,125,000 | 10,455,000 |
Income before provision for income tax | 4,347,000 | 12,707,000 |
Provision for income tax | 0 | 0 |
Net income | $ 4,347,000 | $ 12,707,000 |
Common Class A [Member] | ||
Weighted average ordinary shares outstanding | ||
Basic | 4,986,000 | 20,000,000 |
Diluted | 4,986,000 | 20,000,000 |
Net income per ordinary share: | ||
Basic | $ 0.46 | $ 0.51 |
Diluted | $ 0.46 | $ 0.51 |
Common Class B [Member] | ||
Weighted average ordinary shares outstanding | ||
Basic | 4,452,000 | 5,000,000 |
Diluted | 4,452,000 | 5,000,000 |
Net income per ordinary share: | ||
Basic | $ 0.46 | $ 0.51 |
Diluted | $ 0.46 | $ 0.51 |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Deficit - USD ($) | Total | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Feb. 08, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance, Shares at Feb. 08, 2021 | 0 | |||
Issuance of Class B ordinary shares to Sponsor at approximately $0.005 per share | 25,000 | $ 1,000 | 24,000 | |
Issuance of Class B ordinary shares to Sponsor at approximately $0.005 per share, Shares | 5,031,250 | |||
Forfeiture of Class B ordinary shares by Sponsor underwriters' partial exercise of its over -allotment option., Shares | (31,250) | |||
Proceeds from sale of 10,500,000 Private Placement Warrants at $1.00 in excess of fair value of $0.79 per warrant | 2,205,000 | 2,205,000 | ||
Accretion for Class A ordinary shares subject to redemption to redemption amount | (23,134,000) | (2,229,000) | (20,905,000) | |
Net income | 4,347,000 | 4,347,000 | ||
Ending balance at Dec. 31, 2021 | (16,557,000) | $ 1,000 | 0 | (16,558,000) |
Ending balance, Shares at Dec. 31, 2021 | 5,000,000 | |||
Reduction in deferred underwriters compensation | 3,325,000 | 3,325,000 | ||
Accretion for Class A ordinary shares subject to redemption to redemption amount | (2,946,000) | (2,946,000) | ||
Net income | 12,707,000 | 12,707,000 | ||
Ending balance at Dec. 31, 2022 | $ (3,471,000) | $ 1,000 | $ 0 | $ (3,472,000) |
Ending balance, Shares at Dec. 31, 2022 | 5,000,000 |
Statement of Changes in Share_2
Statement of Changes in Shareholders' Deficit (Parenthetical) | 11 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Private Placement Warrant [Member] | |
Warrants issued | shares | 10,500,000 |
Warrants issued value | $ | $ 1 |
Warrant price per warrant | $ 0.79 |
Common Class B [Member] | Sponsor [Member] | |
Sale of stock price per share | $ 0.005 |
Statement of Cash Flows
Statement of Cash Flows | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | |
Cash flows from operating activities: | ||
Net income | $ 4,347,000 | $ 12,707,000 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Payment by Founders of formation costs | 5,000 | 0 |
Income from cash and investments held in Trust Account | (4,000) | (2,942,000) |
Warrant liability issuance costs | 491,000 | 0 |
Change in fair value of warrant liability | (5,125,000) | (10,455,000) |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses | (409,000) | 242,000 |
Increase in accounts payable (excluding offering costs of $107,000 in 2021) | 40,000 | 33,000 |
Increase (decrease) in accrued liabilities | 79,000 | (60,000) |
Net cash used in operating activities | (576,000) | (475,000) |
Cash flows used in investing activities: | ||
Cash deposited in Trust Account | (204,000,000) | (204,000,000) |
Net cash used in operating activities | (204,000,000) | |
Cash flows from financing activities: | ||
Proceeds from Sponsor Note | 240,000 | 0 |
Proceeds from sale of Units to the public | 200,000,000 | 0 |
Proceeds from sale of Private Placement Warrants | 10,500,000 | 0 |
Payment of underwriting discounts | (4,000,000) | 0 |
Payment of deferred offering costs | (598,000) | (107,000) |
Payment of Note payable to Sponsor | (240,000) | 0 |
Net cash (used in) provided by financing activities | 205,902,000 | (107,000) |
Net change in cash | 1,326,000 | (582,000) |
Cash at beginning of period | 0 | 1,326,000 |
Cash at end of period | 1,326,000 | 744,000 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred offering costs included in accounts payable | 107,000 | 0 |
Deferred underwriters' compensation (reduction) | 7,000,000 | (3,325,000) |
Remeasurement of carrying value to redemption value of Class A Ordinary shares subject to redemption | $ 0 | $ 2,942,000 |
Statement of Cash Flows (Parent
Statement of Cash Flows (Parenthetical) | 11 Months Ended |
Dec. 31, 2021 USD ($) | |
Offering Costs | $ 107,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Liquidity | Note 1—Description of Organization, Business Operations and Liquidity Organization and General: Global Technology Acquisition Corp. I (the “Company”) was incorporated in the Cayman Islands as an exempted company on February 9, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). At December 31, 2022, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) to December 31, 2022 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing an initial Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company generates non-operating Sponsor and Public Offering: The Company’s sponsor is Global Technology Acquisition I Sponsor LP, an exempted limited liability partnership registered in the Cayman Islands (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $200,000,000 Public Offering (Note 3) and a $10,500,000 private placement (the “Private Placement”) (Note 4), net of expenses of the offering and working capital to be available to the Company. Upon the closing of the Public Offering and the Private Placement on October 25, 2021, $204,000,000 was deposited in a trust account (the “Trust Account”). The Trust Account: The funds in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay tax obligations, if any, less up to $100,000 interest to pay dissolution expenses, none of the funds held in trust will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any Class A ordinary shares included in the Units (defined below) sold in the Public Offering properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A ordinary shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Public Offering (or up to 24 months from the date of closing of the Public Offering in two separate three-month extensions subject to satisfaction of certain conditions, including the deposit of $2,000,000 for each three-month extension, into the Trust Account, or as extended by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association)) or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two two If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a Class A ordinary share shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two The Company will have 18 months from the closing date of the Public Offering, until April 25, 2023, (or until October 25, 2023 in two separate three-month extensions subject to satisfaction of certain conditions, including the deposit of $2,000,000 for each three-month extension (which amounts the Company does not currently have available to it), into the Trust Account, or as extended by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association) to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit (as defined below) in the Public Offering. Risks and Uncertainties: COVID-19 COVID-19 Conflict in Ukraine — In February 2022, the Russian Federation commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation. The impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. Liquidity and Going Concern: In connection with the assessment of going concern considerations in accordance with the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Given such a Company-elected extension requires a $2,000,000 deposit per three-month extension, to so extend, the Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors or third parties. The Company’s officers, directors and Sponsors may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly the Company may not be able to obtain additional financing. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Management believes that the funds which the Company has available are sufficient at December 31, 2022 to enable it to sustain operations for a period of at least one year after the issuance date of these financial statements, but not sufficient to fund extension payments. Management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the issuance of these financial statements if an initial Business Combination is not consummated. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. See also, Note 9. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation: The accompanying financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All dollar amounts are rounded to the nearest thousand dollars. Emerging Growth Company: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Net Income per Ordinary Share: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to ordinary share shareholders by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the warrants sold in the Public Offering (the “Public Warrants”) and Private Placement to purchase an aggregate of 20,500,000 Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented. At December 31, 2022 and 2021, 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 among the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average number of ordinary shares outstanding during the respective period. The following table reflects the net income per share after allocating income between the shares based on outstanding shares. For the year ended For the period from Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ 10,166,000 $ 2,541,000 $ 2,050,000 $ 2,296,000 Denominator: Basic and diluted weighted average Ordinary Shares Outstanding 20,000,000 5,000,000 4,986,000 4,452,000 Basic and diluted net income per Ordinary Share $ 0.51 $ 0.51 $ 0.46 $ 0.46 Investments held in Trust Account: The Company complies with FASB ASC 820, “Fair Value Measurements,” for its financial assets and liabilities that are re-measured non-financial re-measured Upon the closing of the Public Offering and the Private Placement, a total of $204,000,000 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity Cash and cash equivalents: The Company considers all highly liquid instruments with maturities of one year or less when acquired to be cash equivalents. The Company has no cash equivalents at December 31, 2022 and 2021. 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 coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurements: The Company complies with FASB ASC 820, “Fair Value Measurements and Disclosures,” for its financial assets and liabilities that are re-measured non-financial re-measured 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 include: • 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. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed as of December 31, 2022 and 2021, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 Class A Ordinary Shares Subject to Possible Redemption: All of the 20,000,000 Class A ordinary shares sold on October 25, 2021 as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of ordinary shares under the Company’s liquidation or tender offer/shareholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its articles of association provide that in no event will it redeem its Class A ordinary shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject to redemption on the Company’s balance sheets. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A Ordinary shares are affected by adjustments to additional paid-in Gross proceeds of Public Offering $ 200,000,000 Less: Proceeds allocated to Public Warrants (7,900,000 ) Offering costs (11,234,000 ) Plus: Remeasurement of carrying value to redemption value at Public Offering date 23,134,000 Subtotal at the date of the Public Offering and at December 31, 2021 $ 204,000,000 Remeasurement of carrying value to redemption value at December 31, 2022 (including approximately $4,000 carried forward from December 31, 2021) 2,946,000 Class A ordinary shares subject to redemption $ 206,946,000 Income Taxes: FASB ASC 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 follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Derivative Financial Instruments: The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then re-valued non-current net-cash Recent Accounting Pronouncements: In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were issued. All such events that would require adjustment or disclosure in the financial statements have been recognized or disclosed. See Note 3. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Public Offering | Note 3—Public Offering On October 25, 2021, the Company closed on the Public Offering and sale, including the underwriters’ partial exercise of their over-allotment option, of 20,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one of the Company’s Class A ordinary shares, and one-half The Company granted the underwriters a 45-day The Company paid an underwriting discount of 2.0% of the per Unit price, $4,000,000, to the underwriters at the closing of the Public Offering and was obligated to pay a deferred underwriting fee of 3.5% of the per Unit price, $7,000,000, upon the completion of the Company’s initial Business Combination. On October 3, 2022, one of the underwriters in the Company’s October 25, 2021 Public Offering agreed to forfeit their 47.5% interest in the deferred underwriting compensation of $7,000,000. As such, in October 2022, $3,325,000 was reduced from the deferred underwriting compensation liability and from accumulated deficit. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Trust Account And Fair Value Measurement [Abstract] | |
Trust Account And Fair Value Measurement | Note 4—Trust Account and Fair Value Measurement At December 31, 2022 and 2021, the proceeds of the Trust Account were invested primarily in money market funds meeting certain conditions described in Note 1 – The Trust Account above. The Description Quoted Prices in Active Assets: Money market funds $ 206,946,000 Description Quoted Prices in Active Assets: Money market funds $ 204,004,000 |
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 10, 2021, the Sponsor purchased 6,468,750 Class B ordinary shares (the “Founder Shares”) for $25,000 or approximately $0.004 per share (up to 843,750 of which were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full). The Founder Shares are substantially identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A ordinary shares at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described in more detail below. On June 30, 2021, the Sponsor surrendered 2,156,250 Class B ordinary shares for no consideration, resulting in 4,312,500 shares outstanding of which 562,500 were subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. On October 21, 2021, the Company executed a share capitalization that increased the number of Class B ordinary shares outstanding to 5,031,250, 656,250 of which were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full. After the closing of the Public Offering on October 25, 2021, 31,250 of such shares remained forfeitable and were forfeited in December 2021. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants: In connection with the closing of the Public Offering on October 25, 2021 (Note 3), the Sponsor purchased from the Company an aggregate of 10,500,000 warrants at a price of $1.00 per warrant (a purchase price of $10,500,000, in the Private Placement which occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the Class A ordinary share shareholders and the Private Placement Warrants issued to the Sponsor will expire worthless. In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates or the Company’s anchor investor, without taking into account any Founder Shares or warrants held by the Company’s initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Registration Rights: The Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement executed in connection with the closing of the Public Offering on October 25, 2021. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration and shareholder rights agreement. Related Party Loans: In February 2021, the Sponsor agreed to loan the Company an aggregate of $300,000 by drawdowns of not less than $10,000 each against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note was non-interest Working Capital Loans: If the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant, at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and December 31, 2021, the Sponsor has not made any working capital loans to the Company. Administrative Services Agreement: The Company has agreed to pay $10,000 a month to the Sponsor under an Administrative Services Agreement for the services to be provided by one or more investment professionals, creation and maintenance of the Company’s website, and miscellaneous additional services. Services commenced on October 21, 2021, the date the Company’s securities were first listed on the NASDAQ Global Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. The Company charged $120,000 and approximately $24,000, respectively, to operations in the year ended December 31, 2022 and the period from February 9, 2021 (inception) to December 31, 2021, under this agreement. There was approximately $0 and $24,000, respectively, included in accrued liabilities at December 31, 2022 and 2021. |
Warrant liabilities
Warrant liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant liabilities | Note 6—Warrant liabilities At December 31, 2022 and 2021, the Company had a total of 20,500,000 warrants outstanding, including 10,000,000 Public Warrants and 10,500,000 Private Placement Warrants. The Company accounts for its warrants outstanding consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff Statement”) issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Company’s management has evaluated its warrants under ASC Subtopic 815-40, Section 815-40-15 fixed-for-fixed The Company has recorded approximately $491,000 of costs to the statements of operations at inception of the warrants in 2021 to reflect an allocation of total offering and issue costs to warrant issuance costs based on the relative fair values of the equity and warrant instruments. The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description December 31, Quoted Prices in Significant Other Significant Other Warrant Liabilities: Public Warrants $ 300,000 $ 300,000 $ — $ — Private Placement Warrants $ 315,000 $ — $ 315,000 $ — Warrant liabilities $ 615,000 $ 300,000 $ 315,000 $ — Description December 31, Quoted Prices in Significant Other Significant Other Warrant Liabilities: Public Warrants $ 5,400,000 $ 5,400,000 $ — $ — Private Placement Warrants $ 5,670,000 $ — $ 5,670,000 $ — Warrant $ 11,070,000 $ 5,400,000 $ 5,670,000 $ — At December 31, 2022 and 2021, the Company valued its Public Warrants based on publicly observable inputs (Level 1 inputs) from the trading in the Public Warrants in an active market ($0.03 and $0.54, per warrant on December 31, 2022 and 2021, respectively). Since the Private Placement Warrants are substantially similar to the Public Warrants but do not trade, the Company valued them based on the value of the Public Warrants (significant other observable inputs – Level 2). The Company is required to record the warrants at fair value at each reporting period, with changes in fair value recognized in the statements of operations. At inception of the warrants on October 25, 2021, the Company utilized an independent valuation consultant that used a binomial lattice model incorporating the Cox-Ross-Rubenstein zero-coupon The warrant liabilities are not subject to qualified hedge accounting. Transfers between Levels 1, 2 or 3 at the balance sheet date, December 31, 2021, are discussed below. At December 31, 2021, the warrants were reclassified from Level 3 inputs at October 25, 2021 based on the different methodology used at December 31, 2021 as follows: Public Warrants were reclassified from Level 3 inputs to Level 1 inputs and Private Placement Warrants were reclassified from Level 3 inputs to Level 2 inputs. None of the values used at December 31, 2021 or December 31, 2022 are Level 3 inputs. The following table presents the changes in the fair value of warrant liabilities: Warrant Liabilities Public Warrants Private Placement Fair value at January 1, 2021 — — — Initial measurement on October 25, 2021 $ 16,195,000 $ 7,900,000 $ 8,295,000 Change in valuation inputs or other assumptions (5,125,000 ) (2,500,000 ) (2,625,000 ) Fair value at December 31, 2021 $ 11,070,000 $ 5,400,000 $ 5,670,000 Change in valuation inputs or other assumptions (10,455,000 ) (5,100,000 ) (5,355,000 ) Fair value as of December 31, 2022 $ 615,000 $ 300,000 $ 315,000 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 7—Shareholders’ Deficit Ordinary Shares: The authorized ordinary shares of the Company include 200,000,000 Class A ordinary shares, par value, $0.0001, and 20,000,000 Class B ordinary shares, par value, $0.0001, or 220,000,000 ordinary shares in total. Upon completion of the Public Offering, the Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of the Company’s Class A and Class B ordinary shares vote together as a single class and are entitled to one vote for each share of Class A and Class B ordinary shares. At December 31, 2022 and 2021 there were 5,000,000 shares of Class B ordinary shares issued and outstanding and no Class A ordinary shares issued or outstanding (excluding 20,000,000 shares subject to possible redemption) as of December 31, 2022 and 2021. Preferred Shares: The Company is authorized to issue 1,000,000 preferred shares, par value $0.0001, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no preferred shares issued or outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8—Commitments and Contingencies Registration Rights: The Company’s initial shareholders are, and the holders of the Private Placement Warrants will be, entitled to registration rights, as described in Note 4, pursuant to a registration and shareholder rights agreement signed in connection with the Public Offering. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 9 —Subsequent Events: Subsequent to December 31, 2022, on March 24, 2023, the Company filed a definitive proxy statement with the SEC calling for a general meeting of the Company. At the meeting, the Company will seek to amend and restate the Company’s amended and restated memorandum and articles of association by a special resolution which, as a matter of Cayman Islands law, will require the approval of holders of at least two-thirds of the Company’s Class A and Class B ordinary shares who attend and vote at the general meeting. The amendment and restatement of the Company’s amended and restated memorandum and articles of association, if approved, would extend the date on which a Business Combination must be consummated to April 25, 2024, or to October 25, 2024 at the election of the Company in two separate three-month extensions subject to satisfaction of certain conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for each three-month extension, into the Trust Account. The Company cannot guarantee that it will receive the requisite approval to extend the date on which a Business Combination must be consummated. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All dollar amounts are rounded to the nearest thousand dollars. |
Emerging Growth Company | Emerging Growth Company: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Net Income per Ordinary Share: | Net Income per Ordinary Share: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to ordinary share shareholders by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the warrants sold in the Public Offering (the “Public Warrants”) and Private Placement to purchase an aggregate of 20,500,000 Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented. At December 31, 2022 and 2021, 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 among the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average number of ordinary shares outstanding during the respective period. The following table reflects the net income per share after allocating income between the shares based on outstanding shares. For the year ended For the period from Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ 10,166,000 $ 2,541,000 $ 2,050,000 $ 2,296,000 Denominator: Basic and diluted weighted average Ordinary Shares Outstanding 20,000,000 5,000,000 4,986,000 4,452,000 Basic and diluted net income per Ordinary Share $ 0.51 $ 0.51 $ 0.46 $ 0.46 |
Investments held in Trust Account | Investments held in Trust Account: The Company complies with FASB ASC 820, “Fair Value Measurements,” for its financial assets and liabilities that are re-measured non-financial re-measured Upon the closing of the Public Offering and the Private Placement, a total of $204,000,000 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity |
Cash and cash equivalents | Cash and cash equivalents: The Company considers all highly liquid instruments with maturities of one year or less when acquired to be cash equivalents. The Company has no cash equivalents at December 31, 2022 and 2021. |
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 coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. |
Financial Instruments | Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements: The Company complies with FASB ASC 820, “Fair Value Measurements and Disclosures,” for its financial assets and liabilities that are re-measured non-financial re-measured 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 include: • 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. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed as of December 31, 2022 and 2021, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Offering Costs | Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption: All of the 20,000,000 Class A ordinary shares sold on October 25, 2021 as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of ordinary shares under the Company’s liquidation or tender offer/shareholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its articles of association provide that in no event will it redeem its Class A ordinary shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject to redemption on the Company’s balance sheets. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A Ordinary shares are affected by adjustments to additional paid-in Gross proceeds of Public Offering $ 200,000,000 Less: Proceeds allocated to Public Warrants (7,900,000 ) Offering costs (11,234,000 ) Plus: Remeasurement of carrying value to redemption value at Public Offering date 23,134,000 Subtotal at the date of the Public Offering and at December 31, 2021 $ 204,000,000 Remeasurement of carrying value to redemption value at December 31, 2022 (including approximately $4,000 carried forward from December 31, 2021) 2,946,000 Class A ordinary shares subject to redemption $ 206,946,000 |
Income Taxes | Income Taxes: FASB ASC 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 follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
Derivative Financial Instruments | Derivative Financial Instruments: The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then re-valued non-current net-cash |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Subsequent Events | Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were issued. All such events that would require adjustment or disclosure in the financial statements have been recognized or disclosed. See Note 3. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule Of Net Income Per Share after Allocating income Between the shares based on outstanding shares | The following table reflects the net income per share after allocating income between the shares based on outstanding shares. For the year ended For the period from Class A Class B Class A Class B Numerator: Allocation of income – basic and diluted $ 10,166,000 $ 2,541,000 $ 2,050,000 $ 2,296,000 Denominator: Basic and diluted weighted average Ordinary Shares Outstanding 20,000,000 5,000,000 4,986,000 4,452,000 Basic and diluted net income per Ordinary Share $ 0.51 $ 0.51 $ 0.46 $ 0.46 |
Schedule Of Class A Ordinary Shares Subject To Redemption | Gross proceeds of Public Offering $ 200,000,000 Less: Proceeds allocated to Public Warrants (7,900,000 ) Offering costs (11,234,000 ) Plus: Remeasurement of carrying value to redemption value at Public Offering date 23,134,000 Subtotal at the date of the Public Offering and at December 31, 2021 $ 204,000,000 Remeasurement of carrying value to redemption value at December 31, 2022 (including approximately $4,000 carried forward from December 31, 2021) 2,946,000 Class A ordinary shares subject to redemption $ 206,946,000 |
Trust Account and Fair Value _2
Trust Account and Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trust Account And Fair Value Measurement [Abstract] | |
Schedule Of Information About Assets That Are Measured At Fair Value On A Recurring Basis | The Description Quoted Prices in Active Assets: Money market funds $ 206,946,000 Description Quoted Prices in Active Assets: Money market funds $ 204,004,000 |
Warrant liabilities (Tables)
Warrant liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule Of Information About The Warrant Liabilities That are Measured At Fair Value on a Recurring Basis | The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description December 31, Quoted Prices in Significant Other Significant Other Warrant Liabilities: Public Warrants $ 300,000 $ 300,000 $ — $ — Private Placement Warrants $ 315,000 $ — $ 315,000 $ — Warrant liabilities $ 615,000 $ 300,000 $ 315,000 $ — Description December 31, Quoted Prices in Significant Other Significant Other Warrant Liabilities: Public Warrants $ 5,400,000 $ 5,400,000 $ — $ — Private Placement Warrants $ 5,670,000 $ — $ 5,670,000 $ — Warrant $ 11,070,000 $ 5,400,000 $ 5,670,000 $ — |
Summary Of Changes In The Fair Value Of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Warrant Liabilities Public Warrants Private Placement Fair value at January 1, 2021 — — — Initial measurement on October 25, 2021 $ 16,195,000 $ 7,900,000 $ 8,295,000 Change in valuation inputs or other assumptions (5,125,000 ) (2,500,000 ) (2,625,000 ) Fair value at December 31, 2021 $ 11,070,000 $ 5,400,000 $ 5,670,000 Change in valuation inputs or other assumptions (10,455,000 ) (5,100,000 ) (5,355,000 ) Fair value as of December 31, 2022 $ 615,000 $ 300,000 $ 315,000 |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Oct. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Entity incorporation, Date of incorporation | Feb. 09, 2021 | ||
Proceeds from issuance initial public offering | $ 200,000,000 | $ 0 | |
Proceeds from issuances of warrants | 10,500,000 | 0 | |
Payments to acquire restricted investments | $ 204,000,000 | $ 204,000,000 | 204,000,000 |
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | ||
Period within which business combination shall be consummated from the closing of initial public offering | 18 months | 18 months | |
Per Share Value Of Restricted Assets | $ 10.2 | ||
Extended period within which business combination shall be consummated from the closing of initial public offering | 24 months | 24 months | |
Terms of extended period within which business combination shall be consummated from the closing of initial public offering | two separate | ||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80% | ||
Number of days prior to consummation of business combination of amount then on deposit in the trust account determining shares redemption | 2 days | ||
Number of days prior to commencement of tender offer of amount then on deposit in the trust account determining shares redemption | 2 days | ||
Minimum net worth required for compliance | $ 5,000,001 | ||
Number of days within which the public shares shall be redeemed | 10 days | ||
Minimum [Member] | |||
Business combination, Completion period, End date | Apr. 25, 2023 | ||
Maximum [Member] | |||
Business combination, Completion period, End date | Oct. 25, 2023 | ||
Payment Made For Each Three Month Extension [Member] | |||
Payments to acquire restricted investments | $ 2,000,000 | ||
Three Month Extension [Member] | |||
Asset held in trust account | 2,000,000 | ||
Private Placement Warrants [Member] | Sponsor [Member] | |||
Proceeds from issuances of warrants | $ 10,500,000 | ||
Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member] | |||
Proceeds from issuances of warrants | 10,500,000 | ||
Common Class A [Member] | |||
Proceeds from issuance initial public offering | $ 200,000,000 | $ 200,000,000 | |
Common Class A [Member] | IPO [Member] | |||
Stock issued during period, Shares | 20,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Schedule Of Net Income Per Share after Allocating income Between the shares based on outstanding shares (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Common Class A [Member] | ||
Basic and diluted net income per ordinary share | ||
Allocation of income – basic and diluted | $ 2,050,000 | $ 10,166,000 |
Basic weighted average ordinary shares | 4,986,000 | 20,000,000 |
Diluted weighted average ordinary shares | 4,986,000 | 20,000,000 |
Basic net income per ordinary share | $ 0.46 | $ 0.51 |
Diluted net income per ordinary share | $ 0.46 | $ 0.51 |
Common Class B [Member] | ||
Basic and diluted net income per ordinary share | ||
Allocation of income – basic and diluted | $ 2,296,000 | $ 2,541,000 |
Basic weighted average ordinary shares | 4,452,000 | 5,000,000 |
Diluted weighted average ordinary shares | 4,452,000 | 5,000,000 |
Basic net income per ordinary share | $ 0.46 | $ 0.51 |
Diluted net income per ordinary share | $ 0.46 | $ 0.51 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Schedule Of Class A Ordinary Shares Subject To Redemption (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Oct. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Gross proceeds of Public Offering | $ 200,000,000 | $ 0 | |
Remeasurement of carrying value to redemption value | 0 | 2,942,000 | |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds of Public Offering | $ 200,000,000 | 200,000,000 | |
Proceeds allocated to Public Warrants | (7,900,000) | ||
Offering costs | (11,234,000) | ||
Remeasurement of carrying value to redemption value at Public Offering date | 23,134,000 | ||
Subtotal at the date of the Public Offering and at December 31, 2021 | 204,000,000 | ||
Remeasurement of carrying value to redemption value | 2,946,000 | ||
Class A ordinary shares subject to redemption | $ 204,000,000 | $ 206,946,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule Of Class A Ordinary Shares Subject To Redemption (Details) (Parentheticals) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||
Remeasurement of carrying value to redemption value | $ 0 | $ 2,942,000 |
Class A Ordinary shares subject to possible redemption member | ||
Temporary Equity [Line Items] | ||
Remeasurement of carrying value to redemption value | $ 4,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash equivalents at carrying value | $ 0 | $ 0 | $ 0 | |
Cash, FDIC insured amount | 250,000 | |||
Minimum net worth required for compliance | 5,000,001 | |||
Unrecognized tax benefits | 0 | 0 | 0 | |
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | 0 | 0 | |
Income tax expense benefit | 0 | 0 | ||
Offering Costs | 107,000 | |||
Costs allocated to equity instruments | $ 11,234,000 | |||
Warrant Liability Issuance Costs | $ 491,000 | 491,000 | 491,000 | 0 |
Payment of Fess To Financial advisor | 175,000 | |||
Payments to acquire restricted investments | 204,000,000 | $ 204,000,000 | $ 204,000,000 | |
Term of restricted investments | 185 days | |||
Common Class A [Member] | ||||
Temporary Equity, Shares Outstanding | 20,000,000 | 20,000,000 | 20,000,000 | |
Common Class A [Member] | Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,500,000 | |||
IPO Member | ||||
Total Costs Incurred In Connection With Preparation For The Initial Public Offering | 11,725,000 | |||
Offering Costs | 725,000 | |||
Underwriters Discount | $ 11,000,000 | |||
IPO Member | Common Class A [Member] | ||||
Stock issued during period, Shares | 20,000,000 |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2022 | Oct. 31, 2022 | Dec. 31, 2021 | Oct. 25, 2021 | Dec. 31, 2022 | Oct. 03, 2022 | Jun. 30, 2021 | |
Deferred underwriting compensation | $ 7,000,000 | ||||||
Percentage of deferred underwriting compensation forfeited | 47.50% | ||||||
Reduction in deferred underwriters' compensation from accumulated deficit | $ 3,325,000 | ||||||
Common Class B [Member] | |||||||
Common stock, shares, subject to forfeiture | 31,250 | 562,500 | |||||
Number of shares surrendered and retired | 31,250 | ||||||
IPO [Member] | |||||||
Percentage of the per unit price paid as underwriting discount | 2% | ||||||
Payment for underwriting expense | $ 4,000,000 | ||||||
Percentage of the per unit price payable as deferred compensation liability | 3.50% | ||||||
Deferred compensation liability, Noncurrent | $ 7,000,000 | ||||||
IPO [Member] | Common Class A [Member] | |||||||
Stock issued during period, Shares | 20,000,000 | ||||||
Common stock, Conversion basis | Each Unit consists of one of the Company’s Class A ordinary shares, and one-half of one Public Warrant | ||||||
IPO [Member] | Common Class A [Member] | Public Warrants [Member] | |||||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | ||||||
Class of warrant or right, Exercise price of warrants or rights | $ 10 | ||||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||||
Stock issued during period, Shares | 2,500,000 | ||||||
Option vesting period | 45 days | ||||||
Common stock, Shares subscribed but unissued | 2,625,000 | 2,625,000 | |||||
Over-Allotment Option [Member] | Common Class A [Member] | Public Warrants [Member] | |||||||
Stock issued during period, Shares | 2,500,000 |
Trust Account and Fair Value _3
Trust Account and Fair Value Measurement - Schedule Of Information About Assets That Are Measured At Fair Value On A Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Investments, Fair Value Disclosure | $ 206,946,000 | $ 204,004,000 |
Related party transactions - Ad
Related party transactions - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2022 | Dec. 31, 2021 | Oct. 25, 2021 | Jun. 30, 2021 | Feb. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 24, 2021 | Oct. 21, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Proceeds from issuances of warrants | $ 10,500,000 | $ 0 | |||||||
Due to Related Parties | $ 0 | $ 24,000 | 24,000 | $ 0 | |||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares outstanding | 656,250 | 656,250 | |||||||
Blackout trading period after completion of business combination | 30 days | ||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument maximum draw down amount | $ 300,000 | ||||||||
Debt Iistrument Minimum draw down amount | $ 10,000 | ||||||||
Notes Payable, Related Parties, Current | $ 0 | $ 0 | 0 | $ 0 | $ 240,000 | ||||
Debt Instrument, Maturity Date | Dec. 31, 2021 | ||||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Face Amount | 1,500,000 | 1,500,000 | |||||||
Sponsor [Member] | Administrative Services Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction fees payable per month | $ 10,000 | $ 24,000 | $ 120,000 | ||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Class of warrants or rights warrants issued during the period | 10,500,000 | ||||||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | ||||||||
Proceeds from issuances of warrants | $ 10,500,000 | ||||||||
Common Class A [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares outstanding | 0 | 0 | 0 | 0 | |||||
Common Class A [Member] | Private Placement Warrants [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share price | $ 9.2 | $ 9.2 | |||||||
Exercise price of warrant | $ 11.5 | ||||||||
Percentage of equity proceeds from issuance | 60% | 60% | |||||||
Price threshold of newly issued stock to cause adjustment of exercise warrant price | $ 9.2 | $ 9.2 | |||||||
Percentage of warrant exercise price adjusted to price received in new issuance | 115% | 115% | |||||||
Common Class A [Member] | Private Placement Warrants [Member] | Class A Common Stock Equals Or Exceeds Threshold One [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Target share price of warrants or rights for redemption | $ 18 | $ 18 | |||||||
Common Class A [Member] | Private Placement Warrants [Member] | Class A Common Stock Equals Or Exceeds Threshold Two [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Target share price of warrants or rights for redemption | 10 | 10 | |||||||
Common Class A [Member] | Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share price | $ 12 | $ 12 | |||||||
Threshold trading days | 20 days | ||||||||
Threshold consecutive trading days | 30 days | ||||||||
Period after initial business combination for determining share price | 150 days | ||||||||
Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares, subject to forfeiture | 31,250 | 562,500 | |||||||
Common stock, shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,031,250 | ||||
Common Class B [Member] | Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of ordinary shares to Sponsor (in shares) | 6,468,750 | 1 | |||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||
Sale of stock price per share | $ 0.005 | $ 0.004 | $ 0.005 | ||||||
Common stock, shares, subject to forfeiture | 843,750 | ||||||||
Stock surrendered during period shares | 2,156,250 | ||||||||
Common stock, shares outstanding | 4,312,500 | ||||||||
Minimum holding period for transfer, assignment or sale of Founder Shares | 1 year |
Warrant liabilities - Schedule
Warrant liabilities - Schedule Of Information About The Warrant Liabilities That are Measured At Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Warrant Liabilities: | ||
Derivative liability | $ 615,000 | $ 11,070,000 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | Derivative Liability, Noncurrent |
Public Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | $ 300,000 | $ 5,400,000 |
Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 315,000 | 5,670,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 300,000 | 5,400,000 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 300,000 | 5,400,000 |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 315,000 | 5,670,000 |
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 315,000 | 5,670,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Derivative liability | $ 0 | $ 0 |
Warrant liabilities - Summary O
Warrant liabilities - Summary Of Changes In The Fair Value Of Warrant Liabilities (Details) - USD ($) | 12 Months Ended | ||
Oct. 25, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |||
Fair value at the Beginning | $ 11,070,000 | $ 0 | |
Initial measurement on October 25, 2021 | $ 16,195,000 | ||
Change in valuation inputs or other assumptions | (10,455,000) | (5,125,000) | |
Fair value as the End | 615,000 | 11,070,000 | |
Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |||
Fair value at the Beginning | 5,400,000 | 0 | |
Initial measurement on October 25, 2021 | 7,900,000 | ||
Change in valuation inputs or other assumptions | (5,100,000) | (2,500,000) | |
Fair value as the End | 300,000 | 5,400,000 | |
Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |||
Fair value at the Beginning | 5,670,000 | 0 | |
Initial measurement on October 25, 2021 | $ 8,295,000 | ||
Change in valuation inputs or other assumptions | (5,355,000) | (2,625,000) | |
Fair value as the End | $ 315,000 | $ 5,670,000 |
Warrant liabilities - Additiona
Warrant liabilities - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Class of warrant or right outstanding | 20,500,000 | 20,500,000 | 20,500,000 | |
Warrant liability issuance costs | $ 491,000 | $ 491,000 | $ 491,000 | $ 0 |
Public Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrant or right outstanding | 10,000,000 | 10,000,000 | 10,000,000 | |
Estimated Fair Value Of Warrants Determined Based On Publicy Observable Units From Trading In An Active Market Price Per Warrant | $ 0.54 | $ 0.54 | $ 0.03 | |
Private Placement Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrant or right outstanding | 10,500,000 | 10,500,000 | 10,500,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Oct. 21, 2021 shares | |
Class of Stock [Line Items] | |||
Common stock, shares authorized | 220,000,000 | ||
Preferred stock, par value | $ / shares | $ / shares | $ 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 Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | ||
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Temporary Equity, Shares Outstanding | 20,000,000 | 20,000,000 | |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | ||
Common stock, shares issued | 5,000,000 | 5,000,000 | |
Common stock, shares outstanding | 5,000,000 | 5,000,000 | 5,031,250 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Mar. 24, 2023 | Oct. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Payments to acquire restricted investments | $ 204,000,000 | $ 204,000,000 | $ 204,000,000 | |
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Payments to acquire restricted investments | $ 2,000,000 | |||
Share price | $ 0.1 |