Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | WAVERLEY CAPITAL ACQUISITION CORP. 1 | |
Entity Central Index Key | 0001849580 | |
Entity File Number | 001-40748 | |
Entity Tax Identification Number | 98-1586578 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 1330 Avenue of the Americas | |
Entity Address, Address Line Two | 7th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 650 | |
Local Phone Number | 308-9907 | |
Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable public warrant | |
Trading Symbol | WAVCU | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole public warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | WAVCW | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value | |
Trading Symbol | WAVC | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 21,487,039 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,371,760 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 1,295,891 | $ 1,595,984 |
Prepaid expenses | 366,169 | 386,448 |
Total Current Assets | 1,662,060 | 1,982,432 |
Investments held in the Trust Account | 216,157,684 | 214,876,029 |
Other assets | 0 | 233,926 |
Total Assets | 217,819,744 | 217,092,387 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 441,052 | 131,292 |
Total Current Liabilities | 441,052 | 131,292 |
Deferred underwriting compensation | 7,520,462 | 7,520,462 |
Total liabilities | 7,961,514 | 7,651,754 |
COMMITMENTS AND CONTINGENCIES (NOTE 6) | ||
Class A ordinary shares subject to possible redemption; 21,487,039 shares | 216,157,684 | 214,870,390 |
Shareholders' deficit: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (6,299,991) | (5,430,294) |
Total Shareholders' Deficit | (6,299,454) | (5,429,757) |
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders' deficit | 217,819,744 | 217,092,387 |
Common Class A [Member] | ||
Current Liabilities: | ||
Class A ordinary shares subject to possible redemption; 21,487,039 shares | 216,157,684 | 214,870,390 |
Shareholders' deficit: | ||
Common stock | 0 | |
Common Class B [Member] | ||
Shareholders' deficit: | ||
Common stock | $ 537 | $ 537 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 21,487,039 | 21,487,039 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 5,371,760 | 5,371,760 |
Common stock shares outstanding | 5,371,760 | 5,371,760 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
EXPENSES | ||||
Administration fee - related party | $ 60,000 | $ 20,000 | $ 20,000 | $ 180,000 |
General and administrative | 202,882 | 83,311 | 101,085 | 684,058 |
TOTAL EXPENSES | 262,882 | 103,311 | 121,085 | 864,058 |
OTHER INCOME | ||||
Income earned on investments held in Trust Account | 969,862 | 1,099 | 1,099 | 1,281,655 |
TOTAL OTHER INCOME | 969,862 | 1,099 | 1,099 | 1,281,655 |
Net income (loss) | 706,980 | (102,212) | (119,986) | 417,597 |
Common Class A [Member] | ||||
OTHER INCOME | ||||
Net income (loss) | $ 565,584 | $ (61,286) | $ (46,877) | $ 334,078 |
Basic weighted average shares outstanding | 21,487,039 | 8,479,892 | 3,662,676 | 21,487,039 |
Diluted weighted average shares outstanding | 21,487,039 | 8,479,892 | 3,662,676 | 21,487,039 |
Basic net income (loss) per share | $ 0.03 | $ 0.01 | $ 0.01 | $ 0.02 |
Diluted net income (loss) per share | $ 0.03 | $ 0.01 | $ 0.01 | $ 0.02 |
Common Class B [Member] | ||||
OTHER INCOME | ||||
Net income (loss) | $ 141,396 | $ (40,926) | $ (73,109) | $ 83,519 |
Basic weighted average shares outstanding | 5,371,760 | 5,662,717 | 5,712,300 | 5,371,760 |
Diluted weighted average shares outstanding | 5,371,760 | 5,662,717 | 5,712,300 | 5,371,760 |
Basic net income (loss) per share | $ 0.03 | $ (0.01) | $ (0.01) | $ 0.02 |
Diluted net income (loss) per share | $ 0.03 | $ (0.01) | $ (0.01) | $ 0.02 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' (Deficit) Equity - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class B [Member] | Common Class B [Member] Common Stock [Member] | |
Beginning Balance, Value at Feb. 28, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning Balance, shares at Feb. 28, 2021 | 0 | |||||
Issuance of Class B ordinary shares to Sponsor, Value | [1] | 25,000 | 24,425 | $ 575 | ||
Issuance of Class B ordinary shares to Sponsor, Shares | [1] | 5,750,000 | ||||
Net Income (loss) | (12,109) | (12,109) | ||||
Ending Balance, Value at Mar. 31, 2021 | 12,891 | 24,425 | (12,109) | $ 575 | ||
Ending balance, shares at Mar. 31, 2021 | 5,750,000 | |||||
Beginning Balance, Value at Feb. 28, 2021 | 0 | 0 | 0 | $ 0 | ||
Beginning Balance, shares at Feb. 28, 2021 | 0 | |||||
Net Income (loss) | (119,986) | $ (73,109) | ||||
Ending Balance, Value at Sep. 30, 2021 | (5,229,871) | (5,230,446) | $ 575 | |||
Ending balance, shares at Sep. 30, 2021 | 5,750,000 | |||||
Beginning Balance, Value at Mar. 31, 2021 | 12,891 | 24,425 | (12,109) | $ 575 | ||
Beginning Balance, shares at Mar. 31, 2021 | 5,750,000 | |||||
Net Income (loss) | (5,665) | (5,665) | ||||
Ending Balance, Value at Jun. 30, 2021 | 7,226 | 24,425 | (17,774) | $ 575 | ||
Ending balance, shares at Jun. 30, 2021 | 5,750,000 | |||||
Fair value of Public Warrants | 4,834,702 | 4,834,702 | ||||
Proceeds from Private Placement Warrants | 7,297,408 | 7,297,408 | ||||
Remeasurement of Class A ordinary shares to redemption value | (17,266,995) | (12,156,535) | (5,110,460) | |||
Net Income (loss) | (102,212) | (102,212) | (40,926) | |||
Ending Balance, Value at Sep. 30, 2021 | (5,229,871) | (5,230,446) | $ 575 | |||
Ending balance, shares at Sep. 30, 2021 | 5,750,000 | |||||
Beginning Balance, Value at Dec. 31, 2021 | (5,429,757) | 0 | (5,430,294) | $ 537 | ||
Beginning Balance, shares at Dec. 31, 2021 | 5,731,760 | |||||
Net Income (loss) | (293,903) | (293,903) | ||||
Ending Balance, Value at Mar. 31, 2022 | (5,723,660) | 0 | (5,724,197) | $ 537 | ||
Ending balance, shares at Mar. 31, 2022 | 5,731,760 | |||||
Beginning Balance, Value at Dec. 31, 2021 | (5,429,757) | 0 | (5,430,294) | $ 537 | ||
Beginning Balance, shares at Dec. 31, 2021 | 5,731,760 | |||||
Remeasurement of Class A ordinary shares to redemption value | (1,287,294) | |||||
Net Income (loss) | 417,597 | 83,519 | ||||
Ending Balance, Value at Sep. 30, 2022 | (6,299,454) | (6,299,991) | $ 537 | |||
Ending balance, shares at Sep. 30, 2022 | 5,731,760 | |||||
Beginning Balance, Value at Mar. 31, 2022 | (5,723,660) | 0 | (5,724,197) | $ 537 | ||
Beginning Balance, shares at Mar. 31, 2022 | 5,731,760 | |||||
Net Income (loss) | 4,520 | 4,520 | ||||
Accretion of Class A ordinary shares to redemption value, Value | (317,432) | (317,432) | ||||
Ending Balance, Value at Jun. 30, 2022 | (6,036,572) | $ 0 | (6,037,109) | $ 537 | ||
Ending balance, shares at Jun. 30, 2022 | 5,731,760 | |||||
Net Income (loss) | 706,980 | 706,980 | $ 141,396 | |||
Accretion of Class A ordinary shares to redemption value, Value | (969,862) | (969,862) | ||||
Ending Balance, Value at Sep. 30, 2022 | $ (6,299,454) | $ (6,299,991) | $ 537 | |||
Ending balance, shares at Sep. 30, 2022 | 5,731,760 | |||||
[1]Weighted average Class B shares as of September 30, 2021 includes an aggregate of up to 378,240 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders' (Deficit) Equity (Parenthetical) | Sep. 30, 2021 shares |
Common Class A [Member] | Over-Allotment Option [Member] | |
Common stock shares subject to forfeiture | 378,240 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | ||||
Sep. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities: | |||||||||
Net Income (loss) | $ (12,109) | $ 706,980 | $ (293,903) | $ (102,212) | $ (119,986) | $ 417,597 | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||
Investment income earned on investments held in the Trust Account | (969,862) | (1,099) | (1,099) | (1,281,655) | |||||
Changes in operating assets and liabilities: | |||||||||
Prepaid expenses | (718,744) | 254,205 | |||||||
Accounts payable and accrued expenses | 118,308 | 313,335 | |||||||
Due to related party | (3,575) | ||||||||
Net Cash Used In Operating Activities | (721,521) | (300,093) | |||||||
Cash Flows From Investing Activities: | |||||||||
Cash deposited into the Trust Account | $ (216,200,000) | $ (214,900,000) | (214,870,390) | ||||||
Net Cash Used In Investing Activities | (214,870,390) | ||||||||
Cash Flows From Financing Activities: | |||||||||
Sale of Units in the Initial Public Offering, net of underwriting discount | 210,572,982 | ||||||||
Sale of Private Placement Warrants to the Sponsor | 7,297,408 | ||||||||
Proceeds from Sponsor note | 170,000 | ||||||||
Repayment of the Sponsor promissory note | (170,000) | ||||||||
Repayment of the related party advances | (15,245) | ||||||||
Payment of offering costs | (614,423) | ||||||||
Net Cash Provided By Financing Activities | 217,240,722 | ||||||||
Net change in cash | 1,648,811 | (300,093) | |||||||
Cash at beginning of period | $ 0 | $ 1,595,984 | 0 | 1,595,984 | $ 0 | ||||
Cash at end of period | $ 1,295,891 | $ 1,595,984 | $ 1,295,891 | 1,648,811 | 1,648,811 | 1,295,891 | $ 1,595,984 | ||
Supplemental disclosure of non-cash financing activities: | |||||||||
Deferred underwriting compensation charged to additional paid-in capital in connection with the Initial Public Offering | 7,520,462 | ||||||||
Deferred offering costs included in accrued offering costs | 25,000 | ||||||||
Expenses paid by related parties on behalf of the Company | $ 15,245 | ||||||||
Offering costs paid by related party | 3,575 | ||||||||
Remeasurement of Class A ordinary shares to redemption value | $ 17,266,995 | $ 1,287,294 |
Description of Organization and
Description of Organization and Business Operations and Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations and Liquidity | Note 1 — Description of Organization and Business Operations and Liquidity Waverley Capital Acquisition Corp. 1 (the “Company”) was incorporated in the Cayman Islands on March 1, 2021. The Company was incorporated for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and the search for a target business with which to consummate an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on August 19, 2021. On August 24, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 4,666,667 warrants (the “Private Placement Warrants”) to WCAC1 Sponsor LLC, a Delaware limited liability company (the “Sponsor”) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $7,000,000. On September 3, 2021, the Company consummated the closing of the sale of 1,487,039 additional units at a price of $10.00 per unit pursuant to the underwriters’ exercise of their 45-day “ ” Transaction costs amounted to $12,432,293 consisting of $4,297,408 of underwriting fees, $7,520,462 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and $614,423 of costs related to the Initial Public Offering. Cash of $1,295,891 was held outside of the Trust Account on September 30, 2022 and was available for working capital purposes. As described in Note 5, the $7,520,462 deferred underwriting fees are contingent upon the consummation of the Business Combination by August 24, 2023. Following the closing of the Initial Public Offering on August 24, 2021 and the partial exercise of the underwriters’ overallotment, an amount of $214,870,390 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. 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. 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 then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by applicable law or stock exchange listing requirements. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “amended and restated memorandum and articles of association”), conduct the redemptions pursuant to the tender offer rules of the 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 transaction is required by applicable law or stock exchange listing requirements, 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. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association will provide 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 20% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-business If the Company has not completed a Business Combination by August , 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-share of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has 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 (i) $10.00 per Public Share or (ii) such lesser 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, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources At September 30, 2022, the Company had cash of $1,295,891 and working capital of $1,221,008. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ US GAAP Certain information and note disclosures normally included in the unaudited financial statements prepared in accordance with US GAAP have been condensed. As such, except as disclosed herein, the information included in these unaudited financial statements should be read in conjunction with the audited financial statements as of December 31, 2021 filed with the SEC on the Form 10-K. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (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 independent registered public accounting firm 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. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with US GAAP 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 balance sheet. 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 balance sheet, 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. As of September 30, 2022 and December 31, 2021, the Company has cash of $1,295,891 and $1,595,984, respectively. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Cash and investments held in Trust Account At September 30, 2022 and December 31, 2021, the Company had $216.2 million and $214.9 million in cash and investments held in the Trust Account, respectively. Offering Costs associated with an Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 Expenses of Offering paid-in Class A ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity Gross Proceeds $ 214,870,390 Less: Proceeds allocated to Public Warrants (4,834,702 ) Class A ordinary shares issuance costs (12,432,293 ) Plus: Remeasurement of carrying value to initial redemption value 17,266,995 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 214,870,390 Plus: Accretion of Class A ordinary shares to redemption value for the nine months ended September 30, 2022 1,287,294 Class A ordinary shares subject to possible redemption at September 30, 2022 $ 216,157,684 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the tax Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class the The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three months ended Three months ended Class A ordinary shares Numerator: Income (loss) allocable to Class A ordinary shares $ 565,584 $ (61,286 ) Denominator: Basic and diluted weighted average shares outstanding 21,487,039 8,479,892 Basic and diluted net income (loss) per share, Class A ordinary shares $ 0.03 $ (0.01 ) Class B ordinary shares Numerator: Income (loss) allocable to Class B ordinary shares $ 141,396 $ (40,926 ) Denominator: Basic and diluted weighted average shares outstanding 5,371,760 5,662,717 Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.03 $ (0.01 ) Nine months ended For the Period from Class A ordinary shares Numerator: Income (loss) allocable to Class A ordinary shares $ 334,078 $ (46,877 ) Denominator: Basic and diluted weighted average shares outstanding 21,487,039 3,662,676 Basic and diluted net loss per share, Class A ordinary shares $ 0.02 $ (0.01 ) Class B ordinary shares Numerator: Income (loss) allocable to Class B ordinary shares $ 83,519 $ (73,109 ) Denominator: Basic and diluted weighted average shares outstanding 5,371,760 5,712,300 Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.02 $ (0.01 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The Company does not have any recurring Level 2 or Level 3 assets or liabilities. The carrying value of the Company’s financial instruments including its cash approximates their fair values principally because of their short-term nature. At September 30, 2022 and December 31, 2021, the Company had $216.2 million and $214.9 million in cash and investments held in the Trust Account, respectively and are classified as level 1 investments. The Company’s trust account holds funds that invest in treasury bills. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering In the Public Offering, the Company sold 20,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $200,000,000, and incurring offering costs of $12,432,293, inclusive of $7,520,462 in deferred underwriting commissions. Each Unit consists of one Class A ordinary share, $0.0001 par value, and one-third who On September 3, 2021, the Company consummated the closing of the sale of 1,487,039 additional units of the Company’s Class A ordinary shares upon receiving notice of the underwriters’ election to partially exercise their overallotment option generating additional gross proceeds of $14,870,390 and incurred additional offering costs of $817,870 in underwriting fees. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 4,666,667 Private Placement Warrants to Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $7,000,000. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. 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 an Initial Business Combination, subject to certain exceptions. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 198,272 Private Placement Warrants to the Sponsor generating gross proceeds of $297,408. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares During the period ended December 31, 2021, the Sponsor purchased 8,625,000 shares of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a capital contribution of $25,000 that was paid by the Sponsor for formation and deferred offering costs. In July 2021, the Sponsor forfeited 2,875,000 Founder Shares, resulting in the Sponsor continuing to hold 5,750,000 Founder Shares. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Advances from Related Party An affiliate of the Sponsor paid certain operating costs on behalf of the Company. During the three and nine months ended September 30, 2022, the related party paid $3,575 of operating expenses on behalf of the Company. As of September 30, 2022 and December 31, 2021, there was no outstanding balance due to the related party. Promissory Note — Related Party On March 6, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $400,000. The Promissory Note is non-interest Administrative Services Agreement Commencing on the date the Units are first listed on NYSE, the Company has agreed to pay the Sponsor a total of $20,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three ended September 30, 2022 and 2021, the Company recorded $60,000 and $20,000 in service fees, respectively. During the nine months ended September 30, 2022 and the period from March 1, 2021 (inception) through September 30, 2021, the Company recorded $180,000 and $20,000 in service fees, respectively. As of September 30, 2022 and December 31, 2021, $260,000 and $80,000, respectively, remained outstanding and is included in accounts payable and accrued expenses on the condensed balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that no sales of these securities will be effected until after the expiration of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company will grant the underwriters a 45-day The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate (or $4,600,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters’ over-allotment option is exercised in full). The deferred underwriting fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes the Business Combination, subject to the terms of the underwriting agreement. On September 3, 2021, the Company consummated the closing of the sale of 1,487,039 additional units of the Company’s Class A ordinary shares upon receiving notice of the underwriters’ election to partially exercise their overallotment option generating additional gross proceeds of $14,870,390 and incurred additional offering costs of $817,870 in underwriting fees. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 7 — Shareholders’ Deficit Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Only holders of the Class B ordinary shares will have the right to vote on the appointment and/or the removal of directors and to continue our company in a jurisdiction outside the Cayman Islands (including, but not limited to, approval of the organizational documents of our company in such other jurisdiction), in each case by way of ordinary resolution, prior to our initial business combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders’ agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the IPO. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one as-converted Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the closing of a Business Combination, and to maintain the effectiveness of such post-effective amendment or registration statement and a current prospectus relating thereto until the warrants expire or, in the case of the Public Warrants only, are redeemed, as specified in the public or private warrant agreements, as applicable; provided that if the Class A ordinary shares are at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b) (1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, but the Company will use its commercially reasonable efforts to register or qualify for sale the shares under applicable blue sky laws to the extent an exemption is not available. In the case of public Warrants only, if such post-effective amendment or registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60th day after the closing of a Business Combination, holders of the Public Warrants may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Public Warrants. • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption to each Public Warrant holder; and • if, and only if, the last reported sale price of the Class A ordinary shares has been at least $18.00 per share (subject to adjustment in compliance with the public warrant agreement) for any ten (10) trading days within the twenty (20) trading day period ending on the third (3rd) trading day prior to the date on which notice of such redemption is given to the public warrant holders. The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In determining whether to require all holders to exercise their Public Warrants on a “cashless basis”, the Company’s management will consider, among other factors, its cash position, the number of Public Warrants that are outstanding and the dilutive effect on the Company’s shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of the Public Warrants. In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Public Warrants, multiplied by the excess of the “fair market value” (as defined below) of the Class A ordinary shares over the exercise price of the Public Warrants by (y) the “fair market value.” Solely for purposes of this paragraph, the “fair market value” means the volume-weighted average closing price of the Class A ordinary shares as reported for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below their exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Neither the Private Placement Warrants nor Public Warrants contain any provisions that change dependent upon the characteristics of the holder of the warrant. As of September 30, 2022 and December 31, 2021, there were 7,162,346 Public Warrants and 4,864,939 Private Placement Warrants outstanding. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than below that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ US GAAP Certain information and note disclosures normally included in the unaudited financial statements prepared in accordance with US GAAP have been condensed. As such, except as disclosed herein, the information included in these unaudited financial statements should be read in conjunction with the audited financial statements as of December 31, 2021 filed with the SEC on the Form 10-K. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (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 independent registered public accounting firm 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. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with US GAAP 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 balance sheet. 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 balance sheet, 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. As of September 30, 2022 and December 31, 2021, the Company has cash of $1,295,891 and $1,595,984, respectively. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. |
Cash and investments held in Trust Account | Cash and investments held in Trust Account At September 30, 2022 and December 31, 2021, the Company had $216.2 million and $214.9 million in cash and investments held in the Trust Account, respectively. |
Offering Costs associated with an Initial Public Offering | Offering Costs associated with an Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 Expenses of Offering paid-in |
Class A ordinary shares subject to possible redemption | Class A ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity Gross Proceeds $ 214,870,390 Less: Proceeds allocated to Public Warrants (4,834,702 ) Class A ordinary shares issuance costs (12,432,293 ) Plus: Remeasurement of carrying value to initial redemption value 17,266,995 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 214,870,390 Plus: Accretion of Class A ordinary shares to redemption value for the nine months ended September 30, 2022 1,287,294 Class A ordinary shares subject to possible redemption at September 30, 2022 $ 216,157,684 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the tax |
Net loss per ordinary share | Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class the The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three months ended Three months ended Class A ordinary shares Numerator: Income (loss) allocable to Class A ordinary shares $ 565,584 $ (61,286 ) Denominator: Basic and diluted weighted average shares outstanding 21,487,039 8,479,892 Basic and diluted net income (loss) per share, Class A ordinary shares $ 0.03 $ (0.01 ) Class B ordinary shares Numerator: Income (loss) allocable to Class B ordinary shares $ 141,396 $ (40,926 ) Denominator: Basic and diluted weighted average shares outstanding 5,371,760 5,662,717 Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.03 $ (0.01 ) Nine months ended For the Period from Class A ordinary shares Numerator: Income (loss) allocable to Class A ordinary shares $ 334,078 $ (46,877 ) Denominator: Basic and diluted weighted average shares outstanding 21,487,039 3,662,676 Basic and diluted net loss per share, Class A ordinary shares $ 0.02 $ (0.01 ) Class B ordinary shares Numerator: Income (loss) allocable to Class B ordinary shares $ 83,519 $ (73,109 ) Denominator: Basic and diluted weighted average shares outstanding 5,371,760 5,712,300 Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.02 $ (0.01 ) |
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 ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The Company does not have any recurring Level 2 or Level 3 assets or liabilities. The carrying value of the Company’s financial instruments including its cash approximates their fair values principally because of their short-term nature. At September 30, 2022 and December 31, 2021, the Company had $216.2 million and $214.9 million in cash and investments held in the Trust Account, respectively and are classified as level 1 investments. The Company’s trust account holds funds that invest in treasury bills. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Class A Ordinary Shares Reflected on the Balance Sheet | Gross Proceeds $ 214,870,390 Less: Proceeds allocated to Public Warrants (4,834,702 ) Class A ordinary shares issuance costs (12,432,293 ) Plus: Remeasurement of carrying value to initial redemption value 17,266,995 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 214,870,390 Plus: Accretion of Class A ordinary shares to redemption value for the nine months ended September 30, 2022 1,287,294 Class A ordinary shares subject to possible redemption at September 30, 2022 $ 216,157,684 |
Summary of Basic and Diluted Net Income (Loss) per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three months ended Three months ended Class A ordinary shares Numerator: Income (loss) allocable to Class A ordinary shares $ 565,584 $ (61,286 ) Denominator: Basic and diluted weighted average shares outstanding 21,487,039 8,479,892 Basic and diluted net income (loss) per share, Class A ordinary shares $ 0.03 $ (0.01 ) Class B ordinary shares Numerator: Income (loss) allocable to Class B ordinary shares $ 141,396 $ (40,926 ) Denominator: Basic and diluted weighted average shares outstanding 5,371,760 5,662,717 Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.03 $ (0.01 ) Nine months ended For the Period from Class A ordinary shares Numerator: Income (loss) allocable to Class A ordinary shares $ 334,078 $ (46,877 ) Denominator: Basic and diluted weighted average shares outstanding 21,487,039 3,662,676 Basic and diluted net loss per share, Class A ordinary shares $ 0.02 $ (0.01 ) Class B ordinary shares Numerator: Income (loss) allocable to Class B ordinary shares $ 83,519 $ (73,109 ) Denominator: Basic and diluted weighted average shares outstanding 5,371,760 5,712,300 Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.02 $ (0.01 ) |
Description of Organization a_2
Description of Organization and Business Operations and Liquidity - Additional Information (Detail) - USD ($) | 7 Months Ended | 9 Months Ended | 10 Months Ended | |||
Sep. 30, 2022 | Sep. 03, 2021 | Aug. 24, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Entity incorporation date of incorporation | Mar. 01, 2021 | |||||
Proceeds from initial public offering gross | $ 210,572,982 | |||||
Proceeds from private placement of warrants | $ 7,297,408 | |||||
Cash | $ 1,295,891 | $ 1,295,891 | $ 1,595,984 | |||
Investment of cash in Trust Account | $ 214,870,390 | |||||
Cash deposited in Trust Account per Unit | $ 10 | |||||
Term of restricted investments | 185 days | |||||
Redemption value per share | $ 10 | $ 10 | ||||
Minimum net worth to consummate business combination | $ 5,000,001 | $ 5,000,001 | ||||
Percentage of Public Shares that can be redeemed without prior consent | 20% | 20% | ||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | 100% | ||||
Expenses payable on dissolution | $ 100,000 | $ 100,000 | ||||
Working Capital | $ 1,221,008 | $ 1,221,008 | ||||
Describe the terms of business combination period | August 24, 2023 | |||||
Maximum [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Value per share to be maintained in the trust account | $ 10 | $ 10 | ||||
Minimum [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Fair market value as percentage of net assets held in trust account included in initial business combination | 80% | |||||
Post-transaction ownership percentage of the target entity | 50% | |||||
Value per share to be maintained in the trust account | $ 10 | $ 10 | ||||
Private Placement Warrants [Member] | Tranche One [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Class of warrants or rights warrants issued during the period | 198,272 | |||||
Proceeds from private placement of warrants | $ 297,408 | |||||
Private Placement Warrants [Member] | Sponsor [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Class of warrants or rights warrants issued during the period | 4,666,667 | |||||
Class of warrants or rights warrants issued issue price per warrant | $ 1.5 | |||||
Proceeds from private placement of warrants | $ 7,000,000 | |||||
Private Placement Warrants [Member] | Sponsor [Member] | Tranche One [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Class of warrants or rights warrants issued during the period | 198,272 | |||||
Proceeds from private placement of warrants | $ 297,408 | |||||
Common Class A [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Proceeds from initial public offering gross | $ 214,870,390 | |||||
IPO [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Stock issued during the period shares | 20,000,000 | |||||
Proceeds from initial public offering gross | $ 200,000,000 | |||||
Shares issued price per share | $ 10 | |||||
Transaction costs | $ 12,432,293 | |||||
Underwriting fees | 4,297,408 | |||||
Deferred underwriting fees payable | 7,520,462 | |||||
Offering costs related to initial public offering | $ 614,423 | |||||
Cash | $ 1,295,891 | $ 1,295,891 | ||||
IPO [Member] | Minimum [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Share price | $ 10 | $ 10 | ||||
IPO [Member] | Public Shares [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Stock issued during the period shares | 20,000,000 | |||||
Proceeds from initial public offering gross | $ 200,000,000 | |||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Overallotment Option Vesting Period | 45 days | 45 days | ||||
Common stock shares subscribed but not issued | 3,000,000 | 3,000,000 | 3,000,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Stock issued during the period shares | 1,487,039 | |||||
Shares issued price per share | $ 10 | |||||
Proceeds from issuance of common stock | $ 14,870,390 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 7 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Accounting Policies [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Cash | 1,295,891 | 1,595,984 | |
Cash and Investments held in trust account | 216,200,000 | $ 214,900,000 | $ 214,870,390 |
Cash FDIC Insured amount | $ 250,000 | ||
Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Temporary equity shares outstanding | 21,487,039 | 21,487,039 | |
Class of warrants or rights number of securities called for by the warrants or rights | 12,027,285 | ||
IPO [Member] | |||
Accounting Policies [Line Items] | |||
Cash | $ 1,295,891 | ||
Offering costs incurred in connection with formation and preparation of initial public offering | 624,831 | ||
Underwriter discount charged to additional paid in capital | 11,817,870 | ||
Offering costs in connection with initial public offering | $ 12,432,293 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Class A Ordinary Shares Reflected on the Balance Sheet (Detail) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||||
Gross Proceeds | $ 210,572,982 | ||||
Accretion of Class A ordinary shares to redemption value | $ 969,862 | $ 317,432 | |||
Class A ordinary shares subject to possible redemption | 216,157,684 | $ 216,157,684 | $ 214,870,390 | ||
Common Class A [Member] | |||||
Temporary Equity [Line Items] | |||||
Gross Proceeds | 214,870,390 | ||||
Proceeds allocated to Public Warrants | (4,834,702) | ||||
Class A ordinary shares issuance costs | (12,432,293) | ||||
Remeasurement of Carrying Value to Initial Redemption Value | 17,266,995 | ||||
Accretion of Class A ordinary shares to redemption value | 1,287,294 | ||||
Class A ordinary shares subject to possible redemption | $ 216,157,684 | $ 216,157,684 | $ 214,870,390 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) per Common Share (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Numerator: | ||||||||
Loss allocable | $ (12,109) | $ 706,980 | $ 4,520 | $ (293,903) | $ (102,212) | $ (5,665) | $ (119,986) | $ 417,597 |
Common Class A [Member] | ||||||||
Numerator: | ||||||||
Loss allocable | $ 565,584 | $ (61,286) | $ (46,877) | $ 334,078 | ||||
Denominator: | ||||||||
Basic weighted average shares outstanding | 21,487,039 | 8,479,892 | 3,662,676 | 21,487,039 | ||||
Diluted weighted average shares outstanding | 21,487,039 | 8,479,892 | 3,662,676 | 21,487,039 | ||||
Basic net income (loss) per share | $ 0.03 | $ 0.01 | $ 0.01 | $ 0.02 | ||||
Diluted net income (loss) per share | $ 0.03 | $ 0.01 | $ 0.01 | $ 0.02 | ||||
Common Class B [Member] | ||||||||
Numerator: | ||||||||
Loss allocable | $ 141,396 | $ (40,926) | $ (73,109) | $ 83,519 | ||||
Denominator: | ||||||||
Basic weighted average shares outstanding | 5,371,760 | 5,662,717 | 5,662,717 | 5,712,300 | 5,371,760 | |||
Diluted weighted average shares outstanding | 5,371,760 | 5,662,717 | 5,712,300 | 5,371,760 | ||||
Basic net income (loss) per share | $ 0.03 | $ (0.01) | $ (0.01) | $ (0.01) | $ 0.02 | |||
Diluted net income (loss) per share | $ 0.03 | $ (0.01) | $ (0.01) | $ 0.02 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 7 Months Ended | 9 Months Ended | 10 Months Ended | ||
Sep. 03, 2021 | Aug. 24, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Disclosure Of Initial Public Offering [Line Items] | |||||
Proceeds from initial public offering gross | $ 210,572,982 | ||||
Number of consecutive trading days for determining share price | 20 days | ||||
Class of warrant or right redemption threshold consecutive trading days | 1 year | ||||
Warrants or rights outstanding term | 5 years | ||||
Public Warrants [Member] | |||||
Disclosure Of Initial Public Offering [Line Items] | |||||
Class of warrant or right redemption threshold consecutive trading days | 1 year | ||||
Public Warrants [Member] | Maximum [Member] | |||||
Disclosure Of Initial Public Offering [Line Items] | |||||
Minimum lock in period required for warrant exercise from the date of business combination | 30 days | ||||
Common Class A [Member] | |||||
Disclosure Of Initial Public Offering [Line Items] | |||||
Proceeds from initial public offering gross | $ 214,870,390 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Number of shares included in Unit | 1 | ||||
Common Class A [Member] | Public Warrants [Member] | |||||
Disclosure Of Initial Public Offering [Line Items] | |||||
Number of shares issued upon exercise of warrant | 1 | ||||
Class of warrants or rights exercise price per unit | $ 11.5 | ||||
IPO [Member] | |||||
Disclosure Of Initial Public Offering [Line Items] | |||||
Stock issued during the period shares | 20,000,000 | ||||
Shares issued price per share | $ 10 | ||||
Proceeds from initial public offering gross | $ 200,000,000 | ||||
Offering costs | 12,432,293 | ||||
Deferred underwriting commissions | $ 7,520,462 | ||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||
Disclosure Of Initial Public Offering [Line Items] | |||||
Stock issued during the period shares | 1,487,039 | ||||
Shares issued price per share | $ 10 | ||||
Additional offering costs in underwriting fees | $ 817,870 | ||||
Proceeds from issuance of common stock | $ 14,870,390 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 7 Months Ended | ||
Sep. 03, 2021 | Aug. 24, 2021 | Sep. 30, 2021 | |
Class of Stock [Line Items] | |||
Proceeds from private placement of warrants | $ 7,297,408 | ||
Private Placement Warrants [Member] | |||
Class of Stock [Line Items] | |||
Lock in period for warrants for transferable assignable Or salable after the completion of an initial business combination | 30 days | ||
Private Placement Warrants [Member] | Sponsor [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants or rights warrants issued during the period | 4,666,667 | ||
Class of warrants or rights warrants issued issue price per warrant | $ 1.5 | ||
Proceeds from private placement of warrants | $ 7,000,000 | ||
Private Placement Warrants [Member] | Tranche One [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants or rights warrants issued during the period | 198,272 | ||
Proceeds from private placement of warrants | $ 297,408 | ||
Private Placement Warrants [Member] | Tranche One [Member] | Sponsor [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants or rights warrants issued during the period | 198,272 | ||
Proceeds from private placement of warrants | $ 297,408 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |||||||
Dec. 31, 2021 | Oct. 31, 2021 | Sep. 03, 2021 | Jul. 31, 2021 | Mar. 06, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | ||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period value issued for services | [1] | $ 25,000 | |||||||||
Number of consecutive trading days for determining share price | 20 days | ||||||||||
Repayment of the related party advances | $ 15,245 | ||||||||||
Proceeds from the Sponsor promissory note | 170,000 | ||||||||||
DueToRelatedParties | $ 0 | $ 0 | $ 0 | ||||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares forfeited | 378,240 | 2,875,000 | |||||||||
Number of shares outstanding at the time of forfeiture | 5,371,760 | ||||||||||
Stock issued during the period shares | 8,625,000 | ||||||||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock shares subject to forfeiture | 750,000 | ||||||||||
Common stock conversion basis percentage of issued and outstanding ordinary shares after the initial public offering | 20% | 20% | |||||||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during the period shares | 1,487,039 | ||||||||||
Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayment of the related party advances | $ 3,575 | ||||||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face value | $ 400,000 | ||||||||||
Proceeds from the Sponsor promissory note | $ 170,000 | ||||||||||
Notes payable to related party | 0 | 0 | $ 0 | ||||||||
Sponsor [Member] | Administration Service Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction expenses payable per month for administrative services | 20,000 | 20,000 | |||||||||
Management fee expense | 60,000 | $ 20,000 | $ 20,000 | 180,000 | |||||||
Sponsor [Member] | Administration Service Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related Party Transaction, Amounts Of Transaction | 80,000 | 260,000 | |||||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Working capital loans convertible into equity related party warrants upon completion of business combination | $ 2,000,000 | $ 2,000,000 | |||||||||
Debt instrument conversion price per share | $ 1.5 | $ 1.5 | |||||||||
Bank overdraft | $ 0 | $ 0 | $ 0 | ||||||||
Sponsor [Member] | Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period value shares for services | 8,625,000 | ||||||||||
Stock issued during period value issued for services | $ 25,000 | ||||||||||
Number of shares forfeited | 378,240 | 2,875,000 | |||||||||
Number of shares outstanding at the time of forfeiture | 5,750,000 | ||||||||||
Common stock shares lock in period | 1 year | ||||||||||
Share price | $ 12 | $ 12 | |||||||||
Number of trading days for determining the share price | 20 days | ||||||||||
Number of consecutive trading days for determining share price | 30 days | ||||||||||
Threshold period post business combination to determine the share price | 150 days | ||||||||||
[1]Weighted average Class B shares as of September 30, 2021 includes an aggregate of up to 378,240 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 03, 2021 | Sep. 30, 2022 | |
Underwriting Agreement [Member] | ||
Other Commitments [Line Items] | ||
Cash underwriting discount per unit | $ 0.2 | |
Cash underwriting discount amount | $ 4,000,000 | |
Deferred underwriting fee per unit | $ 0.35 | |
Deferred underwriting fee payable | $ 7,000,000 | |
Over-Allotment Option [Member] | Common Class A [Member] | ||
Other Commitments [Line Items] | ||
Stock issued during the period shares | 1,487,039 | |
Proceeds from issuance of common stock | $ 14,870,390 | |
Additional offering costs in underwriting fees | $ 817,870 | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Other Commitments [Line Items] | ||
Overallotment option vesting period | 45 days | 45 days |
Common stock shares subscribed but not issued | 3,000,000 | 3,000,000 |
Cash underwriting discount amount | $ 4,600,000 | |
Deferred underwriting fee payable | $ 8,050,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||
Oct. 31, 2021 | Jul. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 24, 2021 | |
Class of Stock [Line Items] | |||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares issued | 0 | 0 | |||
Preferred stock shares outstanding | 0 | 0 | |||
Class of warrant or right redemption threshold consecutive trading days | 1 year | ||||
Warrants or rights outstanding term | 5 years | ||||
Minimum lock In period to become effective after the closing of the initial business combination | 60 days | ||||
Number of consecutive trading days for determining share price | 20 days | ||||
Share Price Equals or Exceeds $ 18.00 Per Share [Member] | |||||
Class of Stock [Line Items] | |||||
Share price | $ 18 | ||||
Class of warrants, Redemption price per unit | $ 0.01 | ||||
Class of warrants, Redemption notice period | 30 days | ||||
Number of consecutive trading days for determining share price | 10 days | ||||
Number of trading days for determining the share price | 20 days | ||||
Share Price Equals or Exceeds $ 10.00 Per Share [Member] | |||||
Class of Stock [Line Items] | |||||
Number of trading days for determining the share price | 30 days | ||||
Public Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Class of warrant or right redemption threshold consecutive trading days | 1 year | ||||
Warrants and Rights Outstanding | $ 7,162,346 | $ 7,162,346 | |||
Public Warrants [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Minimum lock in period required for warrant exercise from the date of business combination | 30 days | ||||
Private Placement Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants and Rights Outstanding | $ 4,864,939 | $ 4,864,939 | |||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 500,000,000 | 500,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares outstanding | 0 | 0 | |||
Common stock, voting rights | one vote | ||||
Shares subject to possible redemption | 21,487,039 | 21,487,039 | |||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 50,000,000 | 50,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock shares outstanding | 5,371,760 | 5,371,760 | |||
Common stock, voting rights | one vote | ||||
Percentage of number of shares of common stock outstanding | 20% | ||||
Stock issued during the period shares | 8,625,000 | ||||
Number of shares forfeited | 378,240 | 2,875,000 |