Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 16, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | GENERATION ASIA I ACQUISITION LIMITED | ||
Entity Central Index Key | 0001852061 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 214,914,000 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Interactive Data Current | Yes | ||
Securities Act File Number | 001-41239 | ||
Entity Tax Identification Number | 98-1588665 | ||
Entity Address, Address Line One | Boundary Hall | ||
Entity Address, Address Line Two | Cricket Square | ||
Entity Address, City or Town | Grand Cayman | ||
Entity Address, Country | KY | ||
Entity Address, Postal Zip Code | KY1-1102 | ||
City Area Code | 345 | ||
Local Phone Number | 814-5580 | ||
Entity Incorporation, State or Country Code | E9 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | Marcum Asia CPAs LLP | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 5395 | ||
Amendment Description | Generation Asia I Acquisition Limited (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to the Company’s Annual Report on Form 10-K/A in response to comments raised by the U.S. Securities and Exchange Commission (“SEC”). On March 24, 2023, the Company filed with the SEC its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Initial 10-K”). This Amendment is being filed solely to (A) update the description of the Company’s business to address matters concerning China, the prospective relocation of our offices to Singapore, and regulation of auditors as set forth in the section entitled “Item 1. Business” of this Amendment; (B) update the risk factors disclosed in the Initial 10-K as set forth in the section entitled “Item 1A. Risk Factors” of this Amendment; (C) revise the disclosure as set forth in “Item 10. Directors, Executive Officers and Corporate Governance” to clarify that the Company’s Chief Financial Officer is based in the United Kingdom; and (D) correct inadvertent omissions pertaining to certain references to internal control over financial reporting that were required to be provided in the Section 302 Certifications of our principal executive officers and principal financial officer (the “Section 302 Certifications”) as filed with the Initial 10-K. Exhibits 31.1 and 31.2 filed with the Initial 10-K omitted from the Section 302 Certifications the introductory language in paragraph 4 that refers to the certifying officer’s responsibility for establishing and maintaining internal control over financial reporting for the Company and sub-paragraph 4(b) regarding establishing and maintaining internal control over financial reporting for the Company. The Company hereby amends the Initial 10-K by resubmitting corrected versions of Exhibits 31.1 and 31.2 with this Amendment. Except as described above, this Amendment does not amend, modify, or otherwise update any other information in the Initial 10-K and does not reflect events occurring after the date of the filing of the Initial 10-K. This Amendment continues to describe the conditions as of the date of the Initial 10-K, and accordingly, this Amendment should be read in conjunction with the Initial 10-K. | ||
One Class A Ordinary Share and One-half of One Redeemable Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Trading Symbol | GAQ.U | ||
Security Exchange Name | NYSE | ||
Class A Ordinary Shares | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares | ||
Trading Symbol | GAQ | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 21,930,000 | ||
Redeemable Warrants Included as Part of Units, each Whole Warrant Exercisable for One Class A Ordinary Share at an Exercise Price of $11.50 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | GAQWS | ||
Security Exchange Name | NYSE | ||
Class B Ordinary Shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,482,500 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 288,081 | $ 131,912 |
Prepaid expense | 473,993 | |
Deferred offering costs | 1,345,605 | |
Total Current Assets | 762,074 | 1,477,517 |
Prepaid expense-noncurrent | 22,882 | |
Investments held in Trust Account | 225,084,808 | |
Total Assets | 225,869,764 | 1,477,517 |
Current Liabilities: | ||
Accrued offering expense and expenses | 463,045 | 1,192,557 |
Promissory Note - Related Party | 275,000 | |
Due to related parties | $ 113,184 | $ 43,417 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Total Current Liabilities | $ 576,229 | $ 1,510,974 |
Warrant liability | 807,136 | |
Deferred underwriting commissions | 7,675,500 | |
Total Liabilities | 9,058,865 | 1,510,974 |
Commitments Contingencies (Note 6) | ||
Shareholders' Deficit | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 24,225 | |
Accumulated deficit | (8,274,657) | (58,457) |
Total Shareholders' Deficit | (8,273,909) | (33,457) |
Total Liabilities, Shares Subject to Redemption and Shareholders' Deficit | 225,869,764 | 1,477,517 |
Class A Ordinary Shares | ||
Current Liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 21,930,000 shares at redemption value of $10.26 per share and 0 shares at December 31, 2022 and 2021, respectively | 225,084,808 | |
Class B Ordinary Shares | ||
Shareholders' Deficit | ||
Ordinary shares | $ 748 | $ 775 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary equity par value | $ 0.0001 | |
Temporary equity redemption value | $ 21,930,000 | $ 0 |
Redemption price per share | $ 10.26 | |
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 |
Class A Ordinary Shares | ||
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 |
Class B Ordinary Shares | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 7,482,500 | 7,750,000 |
Common stock, shares outstanding | 7,482,500 | 7,750,000 |
Shares forfeited | 750,000 | |
Class B Ordinary Shares | Over-Allotment Option | ||
Shares forfeited | 267,500 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | ||
Formation and operating costs | $ 58,457 | $ 981,991 | |
Loss from operations | (58,457) | (981,991) | |
Other income (expenses): | |||
Interest earned on investments held in Trust Account | 3,591,808 | ||
Transaction costs allocable to warrants | (1,004,142) | ||
Unrealized gain on fair value changes of warrants | 8,181,424 | ||
Total other income, net | 10,769,090 | ||
Net income (loss) | $ (58,457) | $ 9,787,099 | |
Class A Ordinary Shares | |||
Other income (expenses): | |||
Weighted Average Number of Shares Outstanding, Basic | 20,505,808 | ||
Weighted Average Number of Shares Outstanding, Diluted | 20,505,808 | ||
Earnings Per Share, Basic | $ 0.35 | ||
Earnings Per Share, Diluted | $ 0.35 | ||
Class B Ordinary Shares | |||
Other income (expenses): | |||
Weighted Average Number of Shares Outstanding, Basic | [1] | 7,000,000 | 7,441,521 |
Weighted Average Number of Shares Outstanding, Diluted | [1] | 7,000,000 | 7,441,521 |
Earnings Per Share, Basic | $ (0.01) | $ 0.35 | |
Earnings Per Share, Diluted | $ (0.01) | $ 0.35 | |
[1] This number excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 shares | |
Common Class B [Member] | |
Shares forfeited | 750,000 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Total | Common Shares Class B Ordinary Shares | Additional Paid-in-Capital | Accumulated Deficit |
Beginning Balance at Mar. 03, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance (shares) at Mar. 03, 2021 | 0 | |||
Class B ordinary shares issued to Sponsor | 25,000 | $ 775 | 24,225 | |
Class B ordinary shares issued to Sponsor (shares) | 7,750,000 | |||
Net Income | (58,457) | (58,457) | ||
Ending Balance at Dec. 31, 2021 | (33,457) | $ 775 | 24,225 | (58,457) |
Ending Balance (shares) at Dec. 31, 2021 | 7,750,000 | |||
Founder shares transferred to anchor investor | 14,272 | 14,272 | ||
Excess of proceeds from sale of Private Placement Warrants over fair value | 3,763,290 | 3,763,290 | ||
Forfeiture of Class B ordinary shares by Sponsor at February 1, 2022 | $ (27) | 27 | ||
Forfeiture of Class B ordinary shares by Sponsor at February 1, 2022 (shares) | (267,500) | |||
Incentives to anchor investors | 10,290,473 | 10,290,473 | ||
Re-measurement of carrying value to redemption value | (32,095,586) | $ (14,092,287) | (18,003,299) | |
Net Income | 9,787,099 | 9,787,099 | ||
Ending Balance at Dec. 31, 2022 | $ (8,273,909) | $ 748 | $ (8,274,657) | |
Ending Balance (shares) at Dec. 31, 2022 | 7,482,500 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (58,457) | $ 9,787,099 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Formation and operating costs paid by the Sponsor | 8,599 | |
Interest earned on investment held in Trust Account | (3,591,808) | |
Transaction costs incurred in connection with Initial Public Offering | 1,004,142 | |
Unrealized gain on fair value changes of warrants | (8,181,424) | |
Changes in current assets and current liabilities: | ||
Prepaid assets | (496,875) | |
Accrued offering costs and expenses | 9,314 | (710,905) |
Due to related parties | 43,417 | 69,767 |
Net cash (used in) provided by operating activities | 2,873 | (2,120,004) |
Cash Flows from Investing Activities: | ||
Purchase of investments held in Trust Account | (888,533,773) | |
Disposal of investments held in Trust Account | 667,041,000 | |
Cash deposited in Trust Account | (227) | |
Net cash used in investing activities | (221,493,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from Initial Public Offering, net of underwriters' fees | 216,894,000 | |
Proceeds from private placement | 7,379,000 | |
Proceeds from anchor investor | 14,272 | |
Proceeds from issuance of promissory note to related party | 181,278 | |
Payment of promissory note | (275,000) | |
Payment of deferred offering costs | (52,239) | (243,099) |
Net cash provided by financing activities | 129,039 | 223,769,173 |
Net Change in Cash | 131,912 | 156,169 |
Cash - Beginning | 131,912 | |
Cash - Ending | 131,912 | 288,081 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Deferred offering costs paid by initial shareholder in exchange for the issuance of Class B ordinary shares | 20,392 | |
Deferred underwriting commissions charged to additional paid in capital | 7,675,500 | |
Initial value of Class A common stock subject to possible redemption | 192,989,222 | |
Re-measurement of carrying value of Class A ordinary shares subject to possible redemption to redemption value | 32,095,586 | |
Initial classification of warrant liability | 8,988,560 | |
Deferred offering costs included in accrued offering costs and expenses | 1,183,243 | |
Deferred offering costs paid by Sponsor under the promissory note | $ 93,725 | |
Incentive to anchor investors | $ 10,290,473 |
Organization, Business Operatio
Organization, Business Operation and Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operation and Going Concern | Note 1—Organization, Business Operation and Going Concern Generation Asia I Acquisition Limited (the “Company”) was incorporated as a Cayman Islands exempted company on March 3, 2021. The Company was incorporated 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 has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with it. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 3, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (the "IPO"), and searching for a Business Combination target. 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is Generation Asia LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on January 19, 2022 (the “Effective Date”). On January 24, 2022, the Company consummated the IPO of 20,000,000 units at $ 10.00 per unit (the “Units”), which is discussed in Note 3 (the “IPO”), generating gross proceeds to the Company of $ 200,000,000 . Each Unit consists of one Class A Ordinary Share (the “Public Shares”) and one-half of one warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 per share. The underwriters had a 45-day option from the Effective Date to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On February 1, 2022, the underwriters partially exercised the over-allotment option (the “Over-Allotment” and together with the IPO, the “Public Offering”) and purchased an additional 1,930,000 Units (the “Over-Allotment Units”), generating additional gross proceeds of $ 19,300,000 . The underwriter forfeited the remaining portion of the over-allotment option. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 6,800,000 warrants (the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant in a private placement, generating gross proceeds to the Company of $ 6,800,000 , which is described in Note 4. On February 1, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor purchased an additional 579,000 warrants in a private placement (the “Over-Allotment Private Placement Warrants” and together with the IPO Private Placement Warrants, the “Private Placement Warrants”), generating aggregate gross proceeds to the Company of $ 579,000 . Transaction costs amounted to $ 21,942,071 consisting of $ 2,406,000 of underwriting commissions, $ 7,675,500 of deferred underwriting commissions, $ 10,290,473 of incentives to Anchor Investors and $ 1,570,098 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO 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. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on January 24, 2022 and the partial exercise of the over-allotment option on February 1, 2022, $ 221,493,000 ($ 10.10 per Unit) from the net proceeds of the sale of the Units in the IPO, Over-Allotment Units and the sale of the Private Placement Warrants was deposited in a trust account (the “Trust Account”), and was invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Company’s public shares if the Company has not completed its initial Business Combination within 18 months from the closing of the IPO (or up to 24 months from the closing of the IPO, if it extends the period of time to consummate a Business Combination, or as may be extended by the Shareholder Extension Period, as applicable) (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the "Memorandum and Articles") (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within Combination Period or (B) with respect to any other specified provisions relating to shareholders’ rights or pre-initial Business Combination activity and less up to $ 100,000 of interest to pay dissolution expenses. The funds held in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account is initially anticipated to be $ 10.10 per public share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. The shares of ordinary share subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s ordinary shares is not a “penny stock” upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If the Company has not completed the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100 % of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000 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 liquidation 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 the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law, in which case the public shareholders may only receive $ 10.10 per share, or less than such amount in certain circumstances, and the warrants will expire worthless. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares they hold in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares they hold in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100 % of its public shares if the Company has not consummated a Business Combination within the Combination Period or with respect to any other specified provisions relating to shareholders’ rights or pre Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its Business Combination within such time period and (iv) vote any Founder Shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the Company’s Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.10 per share due to reductions in the value of the trust assets, in each case less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $ 10.10 per public share. In such event, the Company may not be able to complete its initial Business Combination, and you would receive such lesser amount per public share in connection with any redemption of your public shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by third parties, vendors and prospective target businesses. Going Concern As of December 31, 2022, the Company had approximately $ 288,081 in its operating bank account. The working capital as of December 31, 2022 was $ 185,845 . The Company’s liquidity needs prior to the IPO had been satisfied through a payment from the Sponsor of $ 25,000 (see Note 5) for the founder shares to cover certain offering costs, and the loan under an unsecured promissory note from the Sponsor of $ 275,000 (see Note 5), which was fully repaid on January 27, 2022. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2022, there were no amounts outstanding under any Working Capital Loans. The Company’s Sponsor also intends to provide a loan facility to loan the Company funds as may be required. On August 3, 2022, the Sponsor signed an agreement to provide $ 300,000 of loan facility to the Company, which can be drawn as required. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating a Business Combination are less than the actual costs of such actions, the Company may have insufficient funds available to operate its business prior to its initial Business Combination. Moreover, in such event, the Company would need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, or reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15,”Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by July 23, 2023 (or October 23, 2023, if the Company has entered into a definitive agreement during the first 18 months from the closing of the IPO, without the Sponsor depositing additional funds into the Trust Account and, if needed, January 23, 2024, subject to the Sponsor depositing additional funds into the Trust Account), then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies Basis of Presentation | Note 2—Significant Accounting Policies Basis of Presentation Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). 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 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and over-allotment liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . The Company has not experienced losses on this account. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no t have any cash equivalents as of December 31, 2022 and 2021. The Company held $ 288,081 and $ 131,912 in cash as of December 31, 2022 and 2021, respectively. Investments Held in Trust Account At December 31, 2022, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as trading securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments—Debt and Equity Securities.” Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information and classifies as Level 1 measurements. As of December 31, 2022, investments in the Company’s Trust Account consisted of $ 227 in cash and $ 225,084,581 in U.S. Treasury securities. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $ 21,942,071 as a result of the IPO (consisting of $ 2,406,000 of underwriting commissions, $ 7,675,500 of deferred underwriting commissions, $ 10,290,473 of incentives to Anchor Investors and $ 1,570,098 of other offering costs). The offering costs were charged to additional paid-in capital upon the completion of the IPO. The Company immediately expensed $ 1,004,142 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment option that was classified as liabilities. Net Income (Loss) Per Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the warrants sold in the IPO, the Over-Allotment, the Private Placement and the Over-Allotment Private Placement to purchase an aggregate of 21,930,000 of the Company’s Class A ordinary shares, at December 31, 2022, in the calculation of diluted income (loss) per share, since their exercise is contingent upon the future consummation of a business combination which cannot be assured. In connection with the underwriters’ partial exercise of their over-allotment option on February 1, 2022, 482,500 Class B ordinary shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares. For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 7,181,093 $ 2,606,006 $ — $ ( 58,457 ) Denominator Weighted-average shares outstanding 20,505,808 7,441,521 — 7,000,000 Basic and diluted net income (loss) per ordinary share $ 0.35 $ 0.35 $ — $ ( 0.01 ) Fair Value of 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 its short-term nature. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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. As of December 31, 2022 and 2021, the carrying values of cash, prepaid expenses, and current liabilities approximate their fair values due to the short-term nature of the instruments. See Note 8 for additional information on assets and liabilities measured at fair value on a recurring basis. 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 ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheets with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant and Over-allotment Liability The Company accounts for warrants and over-allotment as either equity-classified or liability-classified instruments based on an assessment of the warrant and over-allotment option’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants and over-allotment option are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants and over-allotment option meet all of the requirements for equity classification under ASC 815, including whether the warrants and over-allotment option are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment is conducted at the time of warrant and over-allotment option issuance and as of each subsequent quarterly period end date while the warrants and over-allotment option are outstanding. For warrants and over-allotment option that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For warrants and over-allotment that do not meet all the criteria for equity classification, they are required to be recorded as a liability at their initial fair value on the date of issuance, and thereafter adjusted to fair value as of each balance sheet date. Changes in the estimated fair value of the warrants and over-allotment option are recognized as a non-cash gain or loss on the statements of operations. The Company accounted for the Public Warrants (see Note 3), Private Placement Warrants (see Note 4) (together with the Public Warrants, the “Warrants”) and over-allotment option (Note 6) in accordance with the guidance contained in ASC 815-40. The Warrants and over-allotment are not considered indexed to the Company’s own ordinary shares, and as such, they do not meet the criteria for equity treatment and are recorded as liabilities. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. 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. There were no unrecognized tax benefits as of December 31, 2022. 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. As of December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Redeemable Share Classification The Company’s ordinary shares that were sold as part of the Units in the IPO (“public ordinary shares”) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public ordinary shares sold as part of the Units in the IPO will be issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the Shareholders’ equity section of the Company’s balance sheets. As of December 31, 2022, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table: Gross Proceeds $ 219,300,000 Less: Proceeds Allocated to Public Warrants ( 5,372,850 ) Class A ordinary shares issuance cost ( 20,937,928 ) Add: Re-measurement of carrying value to redemption value 32,095,586 Class A ordinary shares subject to redemption, December 31, 2022 $ 225,084,808 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3— Initial Public Offering On January 24, 2022, the Company sold 20,000,000 Units at a purchase price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 day s after the completion of the initial Business Combination or twelve months from January 24, 2022, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. As of January 24, 2022, an aggregate of 13 qualified institutional buyers or institutional accredited investors who are not affiliated with the Sponsor or any member of the management (collectively, “Anchor Investors”), purchased 20,000,000 of the units in IPO (or 100 % of the units in IPO). The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 3,000,000 Public Units to cover over-allotments. On February 1, 2022, the underwriter exercised its over-allotment option in part to purchase 1,930,000 Units, generating gross proceeds to the Company of $ 19,300,000 . The underwriter forfeited the remaining portion of the over-allotment option. Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, excluding the forward purchase 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 Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance by the Sponsor in connection with 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 the Company’s Class A ordinary shares during the 10 -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, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 and $ 18.00 per share redemption trigger prices described below will be adjusted (to the nearest cent) to be equal to 100 % and 180 % of the higher of the Market Value and the Newly Issued Price, respectively. The warrants will become exercisable on the later of 30 days after the completion of its initial Business Combination and twelve months from the closing of this offering, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the sale, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the transfer of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 90 th business day after the closing of the initial Business Combination, warrant holders 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 warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a 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, it will not be required to file or maintain an effective registration statement, and in the event the Company does not so elect, it 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 such event, each holder would pay the exercise price for a warrant by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361 shares per whole warrant. The “fair market value” shall mean the per share volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants: in whole and not in part; at a price of $ 0.01 per warrant; upon not less than 30 days ’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on and including the third business days prior to the date the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants: in whole and not in part; for cash at a price of $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; and if, and only if, the Reference Value (as defined above) equals or exceeds $ 10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Private Placement | Note 4—Private Placement Simultaneously with the closing of the IPO, the Sponsor, purchased an aggregate of 6,800,000 Private Placement Warrants, each exercisable to purchase one ordinary share at $ 11.50 per share, at a price of $ 1.00 per warrant, or $ 6,800,000 in the aggregate, in a private placement. On February 1, 2022, simultaneously with the closing of the Over-Allotment, the Sponsor purchased an additional 579,000 Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant, generating aggregate gross proceeds of $ 579,000 . The Private Placement Warrants are identical to the warrants included in the Units sold in the IPO. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. If the Company does not complete its initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. |
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 March 5, 2021, the Sponsor paid $ 25,000 , or approximately $ 0.003 per share, to cover certain offering costs and formation costs in consideration for 7,187,500 Class B ordinary shares, par value $ 0.0001 (“Founder Shares”). On August 16, 2021, pursuant to a downsize of the IPO, the Sponsor surrendered an aggregate of 1,437,500 Founder Shares for no consideration, which were cancelled, resulting in an aggregate of 5,750,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the surrender. On August 23, 2021, in connection with entering into forward purchase agreements, the Sponsor transferred to forward purchasers an aggregate of 825,000 Founder Shares for no cash consideration. On August 23, 2021, in connection with entering into forward purchase agreements, the Company issued 1,375,000 Class B ordinary shares for no consideration to the Sponsor, resulting in an aggregate of 7,125,000 Class B ordinary shares outstanding. On October 20, 2021 and October 21, 2021, in connection with entering into an additional forward purchase agreement, (i) the Company issued to a forward purchaser an aggregate of 375,000 Founder Shares at par value and the Sponsor surrendered to the Company the same number of Founder Shares for no cash consideration and (ii) the Company issued 625,000 Class B ordinary shares to the Sponsor for no consideration, resulting in an aggregate of 7,750,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the new issuance. On February 1, 2022, the Sponsor surrendered 267,500 of the Founder Shares for no consideration in connection with the underwriter’s forfeiture of its remaining over-allotment option that was not exercised at the Over-allotment Offering. In connection with the IPO, the Anchor Investors acquired from the Sponsor an aggregate of 1,427,250 Founder Shares, with an aggregate fair value of $ 10,304,745 . The excess of the fair value of the Founder Shares over the purchase price was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering costs were allocated to the separable financial instruments (i.e., public shares and Public Warrants) issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the public shares were charged to shareholders’ equity upon the completion of the IPO. The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination; or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) the Company consummates a transaction after its initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up. Promissory Note—Related Party On March 5, 2021, the Sponsor agreed to loan the Company up to $ 300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and were due at the earlier of December 31, 2021 or the closing of the IPO. As of January 24, 2022, the closing of the IPO, the Company had borrowed $ 275,000 under the promissory note. On January 27, 2022, the Company fully repaid the note. Working Capital Loans In order to fund working capital deficiencies or to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor may, but are not obligated to, loan the Company funds as may be required. (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. The terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the Effective Date, the Company agreed pay to an affiliate of the Sponsor $ 10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022 the Company incurred $ 113,184 , of such expenses, which was recorded as due to related party on the balance sheets. For the period from March 3, 2021 (inception) through December 31, 2021, the Company did no t incur any expenses related to administrative support services. On July 26, 2022, the affiliate of the Sponsor and the Company signed off a waiver letter pursuant that if the Business Combination is not completed, the affiliate of the Sponsor will waive all administrative support services liable by the Company. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6—Commitments & Contingencies Registration and Shareholder Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO and (ii) Private Placement Warrants, which will be issued in a private placement simultaneously with the closing of the IPO, and the Class A ordinary shares underlying such Private Placement Warrants will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to an additional 3,000,000 units to cover over-allotments, if any. On February 1, 2022, the underwriter exercised its over-allotment option in part to purchase 1,930,000 Units, generating gross proceeds to the Company of $ 19,300,000 . The underwriter forfeited the remaining portion of the over-allotment option. On January 24, 2022 and February 1, 2022, the Company paid cash underwriting commissions of $ 2,020,000 and $ 386,000 , respectively. The underwriters are entitled to a deferred underwriting commission of 3.5 % of the gross proceeds of the IPO, or $ 7,675,500 , which will be paid from the funds held in the Trust Account upon completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Forward Purchase Agreement The Company entered into forward purchase agreements with certain forward purchasers, pursuant to which the forward purchasers intend to purchase an aggregate of 8,000,000 of forward purchase units, consisting of one Class A ordinary share and one-quarter of one redeemable warrant to purchase one Class A ordinary share for a purchase price of $ 10.00 per forward purchase unit, or an aggregate amount of $ 80,000,000 , in a private placement to close concurrently with the closing of a Business Combination. The obligations under the forward purchase agreements will not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase shares will be identical to the shares of Class A ordinary stock included in the Units being sold in the IPO, except that they will be subject to transfer restrictions and registration rights. The forward purchase warrants will have the same terms as the Public Warrants. The forward purchasers may purchase less than 8,000,000 forward purchase units in accordance with the terms of the Forward Purchase Agreements. In addition, the forward purchasers’ commitment under the forward purchase agreements will be subject to their rights to terminate their commitment at any time before we enter into a definitive agreement regarding our initial business combination. Anchor Investments As of December 31, 2022, 13 qualified institutional buyers or institutional accredited investors who are not affiliated with the Sponsor or any member of the Company’s management (the “Anchor Investors”) have purchased an aggregate of 20,000,000 units in the IPO. At the closing of the IPO, each of the Anchor Investors were entitled to purchase from the Sponsor a number of Founder Shares equal to 10 % of the units each Anchor Investor is purchasing in the IPO, at a purchase price of approximately $ 0.01 per share, generating total proceeds of $ 14,273 , deposited into the Company’s operating bank account. However, two Anchor Investors have agreed that if such Anchor Investor owns less than the number of Class A ordinary shares it owns immediately after the IPO (i) at the time of any shareholder vote with respect to the initial Business Combination or (ii) on the business day immediately prior to the consummation of the initial business Combination, it will sell back to the Sponsor at approximately $ 0.01 per share the pro rata portion of the Founder Shares it purchased from the Sponsor. However, each such Anchor Investor will be entitled to keep 50 % of the Founder Shares it originally purchased from the Sponsor in any event. Such founder shares purchased by such anchor investor will not be subject to any requirements to sell them back to the Sponsor. The Anchor Investors have agreed to vote any Founder Shares held by them in favor of the initial Business Combination or to grant voting proxy to the Sponsor to vote any Founder Shares held by it on its behalf. However, because the Anchor Investors are not obligated to continue owning any public shares following the closing and are not obligated to vote any public shares in favor of the initial Business Combination, the Company cannot assure you that any of these Anchor Investors will be shareholders at the time the Company’s shareholders vote on the initial Business Combination, and, if they are shareholders, the Company cannot assure you as to how such Anchor Investors will vote on any Business Combination. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Deficit | Note 7—Shareholders’ Deficit Preference shares— The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 , provided that preference shares may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of December 31, 2022 and 2021, there were no preference shares issued or outstanding. Class A ordinary shares —The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. At December 31, 2022 and 2021, there were no Class A ordinary shares issued or outstanding, excluding 21,930,000 and 0 Class A ordinary shares subject to possible redemption, respectively. Class B ordinary shares —The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. On February 1, 2022, as a result of the partial exercise of the over-allotment option, the Sponsor forfeited 267,500 of Class B ordinary shares and the remaining are no longer subject to forfeiture. As of December 31, 2022 and 2021, there were 7,482,500 and 7,750,000 Class B ordinary shares issued or outstanding, respectively. 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 the Company’s shareholders except as required by law or the rules of NYSE then in effect. Unless specified in the Company’s Memorandum and Articles, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, and pursuant to the Company’s Memorandum and Articles. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination; provided that such conversion of Founder Shares will never occur on less than a one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 —Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2022 Quoted Prices Significant Significant Assets Investments held in Trust Account $ 225,084,808 $ 225,084,808 $ — $ — $ 225,084,808 $ 225,084,808 $ — $ — Liabilities Warrant liability—Public Warrants $ 482,460 $ 482,460 $ — $ — Warrant liability—Private Warrants 324,676 — 324,676 — $ 807,136 $ 482,460 $ 324,676 $ — The Over-allotment Option, Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Initial Measurement The Company used a Lattice Model to value the Public Warrants and a Black-Scholes model to value the Private Placement Warrants and Over-allotment Option. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one shares of Class A ordinary shares and one-half of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity) based on their relative fair values at the initial measurement date. The Public Warrants and the Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on the historical volatility of a set of comparable companies. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The key inputs into the Lattice Model for the Public Warrants liability were as follows at initial measurement: Input January 24, Risk-free interest rate 1.37 % Expected term (years) 5.33 Expected volatility 9.2 % The key inputs into the Black-Scholes model for the Private Warrants liability were as follows at initial measurement: Input January 24, Risk-free interest rate 1.37 % Expected term (years) 5.33 Expected volatility 9.2 % Exercise price $ 11.5 Dividend yield 0.00 % Subsequent Measurement The Company’s Public Warrants began trading separately on March 14, 2022. After this date, Public Warrant values per share were based on the observed trading prices of the Public Warrants as of each balance sheet date. The fair value of the Public Warrants liability was classified as level 1 as of December 31, 2022. The Private Placement Warrants were estimated using the Public Warrants publicly listed trading price and that due to the make-whole provision in the warrant agreement, the value of the public and private warrants is approximately the same, as such the private warrants were reclassified to level 2. The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Private Public Warrant Over-allotment Fair value at March 3, 2021 (inception) $ — $ — $ — $ — Initial measurement of public and private warrant at January 24, 2022 3,332,000 4,900,000 8,232,000 — Initial measurement of over-allotment option at January 24, 2022 — — — 510,000 Initial measurement of public and private warrants issued in connection with the exercise of over-allotment option at February 1, 2022 283,710 472,850 756,560 — Public Warrants fair value changes from Level 3 to Level 1 at March 31, 2022 ( 3,618,450 ) ( 3,618,450 ) — Forfeiture of over-allotment option — — — ( 510,000 ) Private Placement Warrants fair value changes from Level 3 to Level 2 at June 30, 2022 ( 1,438,905 ) — ( 1,438,905 ) — Fair value changes of warrants ( 2,176,805 ) ( 1,754,400 ) ( 3,931,205 ) — Fair value at December 31, 2022 $ — $ — $ — $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement for the year ended December 31, 2022 was $ 3,618,450 . The estimated fair value of the Private Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement for the year ended December 31, 2022 was $ 1,438,905 . No transfers to/from Levels 1, 2 and 3 are recognized during the year ended December 31, 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 —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, other than as described below, the Company did not identify any events that would have required adjustments to the disclosures in the financial statements. On January 17, 2023, the Company received a notice from NYSE Regulation that the Company is not in compliance with the continued listing standards set forth in Section 802.01B of the New York Stock Exchange (the “NYSE”) Listed Company Manual (“Section 802.01B”) as the Company has fewer than 300 public shareholders on a continuous basis. The notice has no immediate impact on the listing of the Company’s common stock, which will continue to trade on the NYSE during the applicable cure period, and does not result in a default under the Company’s material debt or other agreements. The Company is considering all available options to regain compliance with the NYSE continued listing standards. The Company can provide no assurances that it will be able to satisfy any of the steps outlined above and maintain the listing of its shares on the NYSE. |
Significant Accounting Polici_2
Significant Accounting Policies Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
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 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and over-allotment liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . The Company has not experienced losses on this account. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no t have any cash equivalents as of December 31, 2022 and 2021. The Company held $ 288,081 and $ 131,912 in cash as of December 31, 2022 and 2021, respectively. |
Investment Held in Trust Account | Investments Held in Trust Account At December 31, 2022, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as trading securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments—Debt and Equity Securities.” Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information and classifies as Level 1 measurements. As of December 31, 2022, investments in the Company’s Trust Account consisted of $ 227 in cash and $ 225,084,581 in U.S. Treasury securities. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $ 21,942,071 as a result of the IPO (consisting of $ 2,406,000 of underwriting commissions, $ 7,675,500 of deferred underwriting commissions, $ 10,290,473 of incentives to Anchor Investors and $ 1,570,098 of other offering costs). The offering costs were charged to additional paid-in capital upon the completion of the IPO. The Company immediately expensed $ 1,004,142 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment option that was classified as liabilities. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the warrants sold in the IPO, the Over-Allotment, the Private Placement and the Over-Allotment Private Placement to purchase an aggregate of 21,930,000 of the Company’s Class A ordinary shares, at December 31, 2022, in the calculation of diluted income (loss) per share, since their exercise is contingent upon the future consummation of a business combination which cannot be assured. In connection with the underwriters’ partial exercise of their over-allotment option on February 1, 2022, 482,500 Class B ordinary shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares. For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 7,181,093 $ 2,606,006 $ — $ ( 58,457 ) Denominator Weighted-average shares outstanding 20,505,808 7,441,521 — 7,000,000 Basic and diluted net income (loss) per ordinary share $ 0.35 $ 0.35 $ — $ ( 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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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. As of December 31, 2022 and 2021, the carrying values of cash, prepaid expenses, and current liabilities approximate their fair values due to the short-term nature of the instruments. See Note 8 for additional information on assets and liabilities measured at fair value on a recurring basis. |
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 ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheets with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrant and Over-allotment Liability | Warrant and Over-allotment Liability The Company accounts for warrants and over-allotment as either equity-classified or liability-classified instruments based on an assessment of the warrant and over-allotment option’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants and over-allotment option are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants and over-allotment option meet all of the requirements for equity classification under ASC 815, including whether the warrants and over-allotment option are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment is conducted at the time of warrant and over-allotment option issuance and as of each subsequent quarterly period end date while the warrants and over-allotment option are outstanding. For warrants and over-allotment option that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For warrants and over-allotment that do not meet all the criteria for equity classification, they are required to be recorded as a liability at their initial fair value on the date of issuance, and thereafter adjusted to fair value as of each balance sheet date. Changes in the estimated fair value of the warrants and over-allotment option are recognized as a non-cash gain or loss on the statements of operations. The Company accounted for the Public Warrants (see Note 3), Private Placement Warrants (see Note 4) (together with the Public Warrants, the “Warrants”) and over-allotment option (Note 6) in accordance with the guidance contained in ASC 815-40. The Warrants and over-allotment are not considered indexed to the Company’s own ordinary shares, and as such, they do not meet the criteria for equity treatment and are recorded as liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. 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. There were no unrecognized tax benefits as of December 31, 2022. 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. As of December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Redeemable Share Classification | Redeemable Share Classification The Company’s ordinary shares that were sold as part of the Units in the IPO (“public ordinary shares”) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public ordinary shares sold as part of the Units in the IPO will be issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. |
Class A Shares Subject to Possible Redemption | Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the Shareholders’ equity section of the Company’s balance sheets. As of December 31, 2022, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table: Gross Proceeds $ 219,300,000 Less: Proceeds Allocated to Public Warrants ( 5,372,850 ) Class A ordinary shares issuance cost ( 20,937,928 ) Add: Re-measurement of carrying value to redemption value 32,095,586 Class A ordinary shares subject to redemption, December 31, 2022 $ 225,084,808 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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. |
Significant Accounting Polici_3
Significant Accounting Policies Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Numerator and Denominator used to Compute Basic and Diluted Net Income (Loss) Per Share | As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares. For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 7,181,093 $ 2,606,006 $ — $ ( 58,457 ) Denominator Weighted-average shares outstanding 20,505,808 7,441,521 — 7,000,000 Basic and diluted net income (loss) per ordinary share $ 0.35 $ 0.35 $ — $ ( 0.01 ) |
Reconciliation of Class A Ordinary Shares | As of December 31, 2022, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table: Gross Proceeds $ 219,300,000 Less: Proceeds Allocated to Public Warrants ( 5,372,850 ) Class A ordinary shares issuance cost ( 20,937,928 ) Add: Re-measurement of carrying value to redemption value 32,095,586 Class A ordinary shares subject to redemption, December 31, 2022 $ 225,084,808 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Information about Company's Asset And Liabilities Measured at Fair Value | The following table presents information about the Company’s assets and liabilities that are measured at fair value on December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2022 Quoted Prices Significant Significant Assets Investments held in Trust Account $ 225,084,808 $ 225,084,808 $ — $ — $ 225,084,808 $ 225,084,808 $ — $ — Liabilities Warrant liability—Public Warrants $ 482,460 $ 482,460 $ — $ — Warrant liability—Private Warrants 324,676 — 324,676 — $ 807,136 $ 482,460 $ 324,676 $ — |
Summary of Changes in Fair Value of Financial Instruments Measured at Fair Value on Recurring Basis | The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Private Public Warrant Over-allotment Fair value at March 3, 2021 (inception) $ — $ — $ — $ — Initial measurement of public and private warrant at January 24, 2022 3,332,000 4,900,000 8,232,000 — Initial measurement of over-allotment option at January 24, 2022 — — — 510,000 Initial measurement of public and private warrants issued in connection with the exercise of over-allotment option at February 1, 2022 283,710 472,850 756,560 — Public Warrants fair value changes from Level 3 to Level 1 at March 31, 2022 ( 3,618,450 ) ( 3,618,450 ) — Forfeiture of over-allotment option — — — ( 510,000 ) Private Placement Warrants fair value changes from Level 3 to Level 2 at June 30, 2022 ( 1,438,905 ) — ( 1,438,905 ) — Fair value changes of warrants ( 2,176,805 ) ( 1,754,400 ) ( 3,931,205 ) — Fair value at December 31, 2022 $ — $ — $ — $ — |
Lattice Model | |
Summary of Key Inputs for Warrants Liability | The key inputs into the Lattice Model for the Public Warrants liability were as follows at initial measurement: Input January 24, Risk-free interest rate 1.37 % Expected term (years) 5.33 Expected volatility 9.2 % |
Black-Scholes Model | |
Summary of Key Inputs for Warrants Liability | The key inputs into the Black-Scholes model for the Private Warrants liability were as follows at initial measurement: Input January 24, Risk-free interest rate 1.37 % Expected term (years) 5.33 Expected volatility 9.2 % Exercise price $ 11.5 Dividend yield 0.00 % |
Organization, Business Operat_2
Organization, Business Operation and Going Concern - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||||
May 05, 2022 | Feb. 01, 2022 | Jan. 24, 2022 | Oct. 21, 2021 | Aug. 23, 2021 | Dec. 31, 2022 | Aug. 03, 2022 | Dec. 31, 2021 | Mar. 05, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Gross proceeds from over-allotment option | $ 19,300,000 | ||||||||
Deferred underwriting commissions | $ 7,675,500 | ||||||||
Net proceeds from IPO | $ 216,894,000 | ||||||||
Amount in trust account per pubic share | $ 10.1 | ||||||||
Redemption percentage of public shares | 100% | ||||||||
Amount of interest to pay dissolution expenses | $ 100,000 | ||||||||
Cash | 288,081 | $ 131,912 | |||||||
Working capital | 185,845 | ||||||||
Sponsor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sponsor paid | $ 25,000 | ||||||||
Loan amount agreed by sponsor | $ 300,000 | $ 300,000 | |||||||
Unsecured Promissory Note | Sponsor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Debt instrument, face amount | $ 275,000 | ||||||||
Working Capital Loans | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Debt outstanding | 0 | ||||||||
Class B Ordinary Shares | Sponsor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued | 625,000 | 1,375,000 | |||||||
IPO | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued | 20,000,000 | ||||||||
Shares issued, purchase price per share | $ 10 | ||||||||
Share price per share | $ 11.5 | ||||||||
Gross proceeds from issuance of initial public offering | $ 200,000,000 | ||||||||
Transaction costs | 21,942,071 | ||||||||
Offering cost | 21,942,071 | ||||||||
Underwriting commissions | 2,406,000 | ||||||||
Deferred underwriting commissions | 7,675,500 | ||||||||
Incentives to anchor investors | 10,290,473 | ||||||||
Other offering costs | $ 1,570,098 | ||||||||
Net proceeds from IPO | $ 221,493,000 | ||||||||
Price per unit or share | $ 10.1 | ||||||||
Private Placement | Warrant | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued | 6,800,000 | ||||||||
Shares issued, purchase price per share | $ 1 | ||||||||
Gross proceeds from private placement | $ 6,800,000 | ||||||||
Over-Allotment Option | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Option granted to purchase additional public units | 3,000,000 | ||||||||
Period of option to purchase additional public units | 45 days | ||||||||
Additional shares purchased upon partial exercise of option | 1,930,000 | ||||||||
Gross proceeds from over-allotment option | $ 19,300,000 | ||||||||
Over-Allotment Option | Private Placement Warrants | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Additional shares purchased upon partial exercise of option | 579,000 | ||||||||
Gross proceeds from private placement | $ 579,000 |
Significant Accounting Polici_4
Significant Accounting Policies Basis of Presentation - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Feb. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Cash account, federal depository insurance coverage | $ 250,000 | ||
Cash equivalents | 0 | $ 0 | |
Cash | 288,081 | $ 131,912 | |
Deferred underwriting commissions | 7,675,500 | ||
Unrecognized tax benefits | 0 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | ||
Class A Ordinary Shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Offering cost | $ 20,937,928 | ||
Shares excluded from calculation of weighted average shares outstanding | 21,930,000 | ||
Class B Ordinary Shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares excluded from calculation of weighted average shares outstanding | 482,500 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Offering cost | $ 21,942,071 | ||
Underwriting commission | 2,406,000 | ||
Deferred underwriting commissions | 7,675,500 | ||
Other offering costs | 1,570,098 | ||
Incentives to anchor investors | 10,290,473 | ||
Public, Private Placement Warrants and over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Offering cost | 1,004,142 | ||
Investments held in Trust Account - Cash | |||
Subsidiary, Sale of Stock [Line Items] | |||
Debt securities, held-to-maturity amortized cost and carrying value | 227 | ||
Investments held in Trust Account - U S Treasury Securities | |||
Subsidiary, Sale of Stock [Line Items] | |||
Debt securities, held-to-maturity amortized cost and carrying value | $ 225,084,581 |
Significant Accounting Polici_5
Significant Accounting Policies Basis of Presentation - Schedule of Reconciliation of Numerator and Denominator used to Compute Basic and Diluted Net Income (loss) Per Share (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | ||
Class A Ordinary Shares | |||
Numerator: | |||
Allocation of net income (loss), basic | $ 7,181,093 | ||
Allocation of net income (loss), diluted | $ 7,181,093 | ||
Denominator | |||
Weighted-average shares outstanding Basic | 20,505,808 | ||
Weighted-average shares outstanding Diluted | 20,505,808 | ||
Basic net income (loss) per ordinary share | $ 0.35 | ||
Diluted net income (loss) per ordinary share | $ 0.35 | ||
Class B Ordinary Shares | |||
Numerator: | |||
Allocation of net income (loss), basic | $ (58,457) | $ 2,606,006 | |
Allocation of net income (loss), diluted | $ (58,457) | $ 2,606,006 | |
Denominator | |||
Weighted-average shares outstanding Basic | [1] | 7,000,000 | 7,441,521 |
Weighted-average shares outstanding Diluted | [1] | 7,000,000 | 7,441,521 |
Basic net income (loss) per ordinary share | $ (0.01) | $ 0.35 | |
Diluted net income (loss) per ordinary share | $ (0.01) | $ 0.35 | |
[1] This number excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). |
Significant Accounting Polici_6
Significant Accounting Policies Basis of Presentation - Reconciliation of Class A Ordinary Shares (Details) - Class A Ordinary Shares | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Class of Stock [Line Items] | |
Gross Proceeds | $ 219,300,000 |
Less: Proceeds Allocated to Public Warrants | (5,372,850) |
Less: Class A ordinary shares issuance cost | (20,937,928) |
Re-measurement of carrying value to redemption value | 32,095,586 |
Class A ordinary shares subject to redemption | $ 225,084,808 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) | 12 Months Ended | ||
Feb. 01, 2022 USD ($) shares | Jan. 24, 2022 USD ($) Investors $ / shares shares | Dec. 31, 2022 TradingDays Days $ / shares | |
Class of Stock [Line Items] | |||
Gross proceeds from over-allotment option | $ | $ 19,300,000 | ||
Public Warrants | |||
Class of Stock [Line Items] | |||
Minimum lock In period for SEC registration from date of business combination | 20 days | ||
Public Warrants | Share Price Equal or Exceeds $18.00 | |||
Class of Stock [Line Items] | |||
Class of warrants, redemption price per unit | $ 0.01 | ||
Minimum | Public Warrants | Share Price Equal or Exceeds $18.00 | |||
Class of Stock [Line Items] | |||
Maximum threshold written notice period for redemption of public warrants | 30 days | ||
IPO | |||
Class of Stock [Line Items] | |||
Number of units issued | shares | 20,000,000 | ||
Purchase price per unit | $ 10 | ||
Share price per share | $ 11.5 | ||
Number of anchor investors | Investors | 13 | ||
Percentage of units purchased in initial public offerings | 100% | ||
IPO | Public Warrants | |||
Class of Stock [Line Items] | |||
Purchase price per unit | $ 18 | ||
Warrants exercisable period after completion of business combination | 30 days | 30 days | |
Warrants expiration term | 5 years | 5 years | |
Aggregate gross proceeds from issuance of shares represented as percentage of total equity proceeds and interest | 60% | ||
Business combination market value per share | $ 10 | ||
Exercise price of warrants, percentage | 115% | ||
IPO | Market value | Public Warrants | |||
Class of Stock [Line Items] | |||
Redemption Price Percentage | 100% | ||
IPO | Newly Issued Price | Public Warrants | |||
Class of Stock [Line Items] | |||
Redemption Price Percentage | 180% | ||
Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Period of option to purchase additional public units | 45 days | ||
Option granted to purchase additional public units | shares | 3,000,000 | ||
Additional shares purchased upon partial exercise of option | shares | 1,930,000 | ||
Gross proceeds from over-allotment option | $ | $ 19,300,000 | ||
Class A Ordinary Share | Public Warrants | |||
Class of Stock [Line Items] | |||
Number of days after which business combination within which securities registration shall be effective | 90 days | ||
Whole warrant exercise price per share | $ 0.361 | ||
Number of trading days on which fair market value of shares is reported | Days | 10 | ||
Class A Ordinary Share | Public Warrants | Share Price Equal or Exceeds $18.00 | |||
Class of Stock [Line Items] | |||
Class of warrant or right redemption of warrant or rights stock price | $ 18 | ||
Number of consecutive trading days for determining share price | 20 days | ||
Number of trading days for determining share price | 30 days | ||
Share price | $ 18 | ||
Class A Ordinary Share | Public Warrants | Share Price Equal or Exceeds $10.00 | |||
Class of Stock [Line Items] | |||
Class of warrant or right redemption of warrant or rights stock price | 10 | ||
Class of warrants, redemption price per unit | $ 0.1 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Share price | $ 10 | ||
Class A Ordinary Share | IPO | |||
Class of Stock [Line Items] | |||
Purchase price per unit | $ 11.5 | ||
Share price per share | $ 11.5 | ||
Number of trading days | TradingDays | 10 | ||
Class A Ordinary Share | IPO | Maximum | |||
Class of Stock [Line Items] | |||
Business combination market value per share | $ 9.2 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | Feb. 01, 2022 | Jan. 24, 2022 |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Ordinary shares, price per share | $ 10 | |
Sponsor | IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase of private placement warrants | $ 6,800,000 | |
Ordinary shares, price per share | $ 11.5 | |
Warrants, price per warrant | $ 1 | |
Aggregate proceeds from sale of warrants | $ 6,800,000 | |
Sponsor | Over-Allotment Option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase of private placement warrants | $ 579,000 | |
Warrants, price per warrant | $ 1 | |
Aggregate proceeds from sale of warrants | $ 579,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 10 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
May 05, 2022 USD ($) | Feb. 01, 2022 shares | Oct. 21, 2021 shares | Aug. 23, 2021 shares | Aug. 16, 2021 shares | Mar. 05, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) TradingDays $ / shares shares | Aug. 03, 2022 USD ($) | Jan. 24, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||
Working capital loans | $ | $ 0 | $ 0 | $ 0 | ||||||||
Payments to affiliate | $ | $ 10,000 | ||||||||||
Founder Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sponsor paid | $ | $ 25,000 | ||||||||||
Sponsor paid per share | $ / shares | $ 0.003 | ||||||||||
Common stock, shares issued | 375,000 | ||||||||||
Related party transaction, sponsor Surrendered shares | 267,500 | 1,437,500 | |||||||||
Common stock, shares outstanding | 5,750,000 | ||||||||||
Class B Ordinary Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares issued | 7,750,000 | 7,482,500 | 7,482,500 | ||||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares outstanding | 7,750,000 | 7,482,500 | 7,482,500 | ||||||||
Class B Ordinary Shares | Founder Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares issued | 7,187,500 | ||||||||||
Common stock par value | $ / shares | $ 0.0001 | ||||||||||
Class A Ordinary Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares issued | 0 | 0 | 0 | ||||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares outstanding | 0 | 0 | 0 | ||||||||
Sponsor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sponsor paid | $ | $ 25,000 | ||||||||||
Loan amount agreed by sponsor | $ | $ 300,000 | $ 300,000 | |||||||||
Due to related party | $ | $ 0 | $ 113,184 | |||||||||
Sponsor | Unsecured Promissory Note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount borrowed under promissory note | $ | $ 275,000 | ||||||||||
Sponsor | Founder Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, shares transferred to forward purchasers | 825,000 | ||||||||||
Sponsor | Class B Ordinary Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares outstanding | 7,750,000 | 7,125,000 | |||||||||
Number of shares issued | 625,000 | 1,375,000 | |||||||||
Anchor Investors | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of trading days | TradingDays | 20 | ||||||||||
Number of consecutive trading days | TradingDays | 30 | ||||||||||
Minimum share holding period upon closing of business combination | 150 days | ||||||||||
Anchor Investors | Founder Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued | 1,427,250 | ||||||||||
Related party transaction, fair value of shares acquired | $ | $ 10,304,745 | $ 10,304,745 | |||||||||
Anchor Investors | Class A Ordinary Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ordinary shares price per share | $ / shares | $ 12 | $ 12 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Feb. 01, 2022 | Jan. 24, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Gross proceeds from over-allotment option | $ 19,300,000 | ||
Deferred underwriting commissions | $ 7,675,500 | ||
Net proceeds from IPO | 216,894,000 | ||
IPO | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Deferred underwriting commissions | $ 7,675,500 | ||
Percentage of gross proceeds entitled to deferred underwriting commission | 3.50% | ||
Share price per share | $ 11.5 | ||
Price per unit or share | $ 10.1 | ||
Net proceeds from IPO | $ 221,493,000 | ||
Over-Allotment Option | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Period of option to purchase additional public units | 45 days | ||
Option granted to purchase additional public units | 3,000,000 | ||
Additional shares purchased upon partial exercise of option | 1,930,000 | ||
Gross proceeds from over-allotment option | $ 19,300,000 | ||
Cash payment on underwriting commissions | $ 386,000 | $ 2,020,000 | |
Anchor Investors | IPO | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Aggregate units purchased in initial public offering | $ 20,000,000 | ||
Right to purchase number of founder shares by each investor, percentage of units | 10% | ||
Price per unit or share | $ 0.01 | ||
Net proceeds from IPO | $ 14,273 | ||
Right to hold founder shares purchased from sponsor, percentage | 50% | ||
Forward Purchase Agreement | Maximum | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Aggregate forward purchase units intended to be purchased | 8,000,000 | ||
Forward Purchase Agreement | Private Placement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Aggregate forward purchase units intended to be purchased | 8,000,000 | ||
Share price per share | $ 10 | ||
Aggregate purchase price | $ 80,000,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) - $ / shares | 12 Months Ended | ||
Feb. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Class A Ordinary Shares | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Class B Ordinary Shares | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 7,482,500 | 7,750,000 | |
Common stock, shares outstanding | 7,482,500 | 7,750,000 | |
Shares forfeited | 750,000 | ||
Class B Ordinary Shares | Over-Allotment Option | |||
Shares forfeited | 267,500 | ||
Preference Shares | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock par value | $ 0.0001 | ||
Common Shares | Class A Ordinary Shares | |||
Common stock, shares authorized | 200,000,000 | ||
Common stock par value | $ 0.0001 | ||
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Redemption of shares | 21,930,000 | 0 | |
Common stock, conversion basis | one-for-one | ||
Percentage of ordinary shares outstanding | 20% | ||
Common Shares | Class B Ordinary Shares | |||
Common stock, shares authorized | 20,000,000 | ||
Common stock par value | $ 0.0001 | ||
Common stock, shares issued | 7,482,500 | 7,750,000 | |
Common stock, shares outstanding | 7,482,500 | 7,750,000 | |
Shares forfeited | (267,500) | ||
Common Shares | Class B Ordinary Shares | Over-Allotment Option | |||
Shares forfeited | 267,500 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Information about Company's Asset and Liabilities Measured at Fair Value (Details) | Dec. 31, 2022 USD ($) |
Assets | |
Fair Value of Assets | $ 225,084,808 |
Liabilities | |
Fair value of Liabilities | 807,136 |
Quoted Prices In Active Markets (Level 1) | |
Assets | |
Fair Value of Assets | 225,084,808 |
Liabilities | |
Fair value of Liabilities | 482,460 |
Significant Other Observable Inputs (Level 2) | |
Liabilities | |
Fair value of Liabilities | 324,676 |
Investments held in Trust Account | |
Assets | |
Fair Value of Assets | 225,084,808 |
Investments held in Trust Account | Quoted Prices In Active Markets (Level 1) | |
Assets | |
Fair Value of Assets | 225,084,808 |
Warrant Liability | Public Warrants | |
Liabilities | |
Fair value of Liabilities | 482,460 |
Warrant Liability | Public Warrants | Quoted Prices In Active Markets (Level 1) | |
Liabilities | |
Fair value of Liabilities | 482,460 |
Warrant Liability | Private Warrants | |
Liabilities | |
Fair value of Liabilities | 324,676 |
Warrant Liability | Private Warrants | Significant Other Observable Inputs (Level 2) | |
Liabilities | |
Fair value of Liabilities | $ 324,676 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Key Inputs for Public Warrants Liability (Details) - Lattice Model - Public Warrants | 11 Months Ended |
Jan. 24, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk-free interest rate | 1.37% |
Expected term (years) | 5 years 3 months 29 days |
Expected volatility | 9.20% |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Key Inputs for Private Warrants Liability (Details) - Black-Scholes Model - Private Warrants | Jan. 24, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term (years) | 5 years 3 months 29 days |
Risk-free Interest Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0.0137 |
Expected Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0.092 |
Exercise Price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0.115 |
Dividend Yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Estimated fair value of Warrants transferred from a Level 3 measurement | $ 0 |
Transfers to Level 3 | 0 |
Significant Other Unobservable Inputs (Level 1) | Public Warrants | Recurring | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Estimated fair value of Warrants transferred from a Level 3 measurement | (3,618,450) |
Significant Other Observable Inputs (Level 2) | Private Placement Warrants | Recurring | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Estimated fair value of Warrants transferred from a Level 3 measurement | $ (1,438,905) |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in Fair Value of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) | 11 Months Ended | 12 Months Ended | 13 Months Ended | 16 Months Ended | 22 Months Ended | |
Feb. 01, 2022 | Jan. 24, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Warrants fair value changes from Level 3 | $ 0 | |||||
Recurring | Significant Other Unobservable Inputs (Level 3) | Private Placement Warrants | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Initial measurement at January 24, 2022 | $ 3,332,000 | |||||
Initial measurement of public and private warrants issued in connection with the exercise of over-allotment option at February 1, 2022 | $ 283,710 | |||||
Fair value changes of warrants | $ (2,176,805) | |||||
Warrants fair value changes from Level 3 | $ (1,438,905) | |||||
Recurring | Significant Other Unobservable Inputs (Level 3) | Public Warrants | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Initial measurement at January 24, 2022 | 4,900,000 | |||||
Initial measurement of public and private warrants issued in connection with the exercise of over-allotment option at February 1, 2022 | 472,850 | |||||
Fair value changes of warrants | (1,754,400) | |||||
Warrants fair value changes from Level 3 | $ (3,618,450) | |||||
Recurring | Significant Other Unobservable Inputs (Level 3) | Warrant Liabilities | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Initial measurement at January 24, 2022 | 8,232,000 | |||||
Initial measurement of public and private warrants issued in connection with the exercise of over-allotment option at February 1, 2022 | $ 756,560 | |||||
Fair value changes of warrants | (3,931,205) | |||||
Warrants fair value changes from Level 3 | $ (3,618,450) | $ (1,438,905) | ||||
Recurring | Significant Other Unobservable Inputs (Level 3) | Over-allotment Liability | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Initial measurement at January 24, 2022 | $ 510,000 | |||||
Forfeiture of over-allotment option | $ (510,000) |