Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Transition Report | false | |
Entity File Number | 001-41142 | |
Entity Registrant Name | SCULPTOR ACQUISITION CORP I | |
Entity Central Index Key | 0001853594 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1590223 | |
Entity Address, Address Line One | 9 West 57th Street | |
Entity Address, Address Line Two | 39th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 790-0000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Units [Member] | ||
Entity Listings [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 | SCUA.U | |
Security Exchange Name | NYSE | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | SCUA | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 | |
Redeemable Warrants [Member] | ||
Entity Listings [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 $11.50 | |
Trading Symbol | SCUA WS | |
Security Exchange Name | NYSE |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 0 | $ 941,792 |
Prepaid expenses | 742,324 | 23,767 |
Total current assets | 742,324 | 965,559 |
Investments held in Trust Account | 236,017,108 | 234,600,723 |
Total Assets | 236,759,432 | 235,566,282 |
Current liabilities: | ||
Accounts payable | 4,183 | 6,000 |
Accrued expenses | 3,779 | 157,111 |
Total current liabilities | 7,962 | 163,111 |
Working capital loan - related party, at fair value | 184,300 | 0 |
Derivative warrant liabilities | 3,195,740 | 15,140,000 |
Deferred underwriting fees | 8,050,000 | 8,050,000 |
Total Liabilities | 11,438,002 | 23,353,111 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares; 23,000,000 shares subject to possible redemption at $10.257 per share and $10.200 per share as of September 30, 2022 and December 31, 2021, respectively | 235,917,108 | 234,600,000 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (10,596,253) | (22,387,404) |
Total Shareholders' Deficit | (10,595,678) | (22,386,829) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 236,759,432 | 235,566,282 |
Class A Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Common shares - $0.0001 par value | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Common shares - $0.0001 par value | $ 575 | $ 575 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Shareholders' Deficit: | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | ||
Ordinary shares subject to possible redemption (in shares) | 23,000,000 | 23,000,000 |
Ordinary shares subject to possible redemption, redemption price (in dollars per share) | $ 10.26 | $ 10.2 |
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued (in shares) | 0 | 0 |
Ordinary shares, shares outstanding (in shares) | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued (in shares) | 5,750,000 | 5,750,000 |
Ordinary shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Loss from Operations | ||||
General and administrative expenses | $ 231,355 | $ 13,801 | $ 82,530 | $ 825,372 |
Loss from operations | (231,355) | (13,801) | (82,530) | (825,372) |
Other income: | ||||
Change in fair value of derivative warrant liabilities | 2,028,620 | 0 | 0 | 11,944,260 |
Change in fair value of working capital loan - related party | 261,700 | 0 | 0 | 572,986 |
Income from investments held in Trust Account | 1,083,124 | 0 | 0 | 1,416,385 |
Total other income | 3,373,444 | 0 | 0 | 13,933,631 |
Net income (loss) | $ 3,142,089 | $ (13,801) | $ (82,530) | $ 13,108,259 |
Class A Ordinary Shares [Member] | ||||
Other income: | ||||
Basic weighted average shares outstanding (in shares) | 23,000,000 | 0 | 0 | 23,000,000 |
Basic net income (loss) per ordinary share (in dollars per share) | $ 0.11 | $ 0 | $ 0 | $ 0.46 |
Diluted weighted average shares outstanding (in shares) | 23,000,000 | 0 | 0 | 23,000,000 |
Diluted net income (loss) per ordinary share (in dollars per share) | $ 0.11 | $ 0 | $ 0 | $ 0.46 |
Class B Ordinary Shares [Member] | ||||
Other income: | ||||
Basic weighted average shares outstanding (in shares) | 5,750,000 | 5,000,000 | 4,854,369 | 5,750,000 |
Basic net income (loss) per ordinary share (in dollars per share) | $ 0.11 | $ 0 | $ (0.02) | $ 0.46 |
Diluted weighted average shares outstanding (in shares) | 5,750,000 | 5,000,000 | 4,854,369 | 5,750,000 |
Diluted net income (loss) per ordinary share (in dollars per share) | $ 0.11 | $ 0 | $ (0.02) | $ 0.46 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares [Member] Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Mar. 07, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Mar. 07, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Class B ordinary shares to Sponsor | $ 575 | 24,425 | 0 | 25,000 |
Issuance of Class B ordinary shares to Sponsor (in shares) | 5,750,000 | |||
Net income (loss) | $ 0 | 0 | (26,918) | (26,918) |
Ending balance at Mar. 31, 2021 | $ 575 | 24,425 | (26,918) | (1,918) |
Ending balance (in shares) at Mar. 31, 2021 | 5,750,000 | |||
Beginning balance at Mar. 07, 2021 | $ 0 | 0 | 0 | 0 |
Beginning balance (in shares) at Mar. 07, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (82,530) | |||
Ending balance at Sep. 30, 2021 | $ 575 | 24,425 | (82,530) | (57,530) |
Ending balance (in shares) at Sep. 30, 2021 | 5,750,000 | |||
Beginning balance at Mar. 31, 2021 | $ 575 | 24,425 | (26,918) | (1,918) |
Beginning balance (in shares) at Mar. 31, 2021 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | $ 0 | 0 | (41,811) | (41,811) |
Ending balance at Jun. 30, 2021 | $ 575 | 24,425 | (68,729) | (43,729) |
Ending balance (in shares) at Jun. 30, 2021 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | $ 0 | 0 | (13,801) | (13,801) |
Ending balance at Sep. 30, 2021 | $ 575 | 24,425 | (82,530) | (57,530) |
Ending balance (in shares) at Sep. 30, 2021 | 5,750,000 | |||
Beginning balance at Dec. 31, 2021 | $ 575 | 0 | (22,387,404) | (22,386,829) |
Beginning balance (in shares) at Dec. 31, 2021 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | $ 0 | 0 | 8,134,093 | 8,134,093 |
Ending balance at Mar. 31, 2022 | $ 575 | 0 | (14,253,311) | (14,252,736) |
Ending balance (in shares) at Mar. 31, 2022 | 5,750,000 | |||
Beginning balance at Dec. 31, 2021 | $ 575 | 0 | (22,387,404) | (22,386,829) |
Beginning balance (in shares) at Dec. 31, 2021 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 13,108,259 | |||
Ending balance at Sep. 30, 2022 | $ 575 | 0 | (10,596,253) | (10,595,678) |
Ending balance (in shares) at Sep. 30, 2022 | 5,750,000 | |||
Beginning balance at Mar. 31, 2022 | $ 575 | 0 | (14,253,311) | (14,252,736) |
Beginning balance (in shares) at Mar. 31, 2022 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ 0 | 0 | (233,984) | (233,984) |
Net income (loss) | 0 | 0 | 1,832,077 | 1,832,077 |
Ending balance at Jun. 30, 2022 | $ 575 | 0 | (12,655,218) | (12,654,643) |
Ending balance (in shares) at Jun. 30, 2022 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ 0 | 0 | (1,083,124) | (1,083,124) |
Net income (loss) | 0 | 0 | 3,142,089 | 3,142,089 |
Ending balance at Sep. 30, 2022 | $ 575 | $ 0 | $ (10,596,253) | $ (10,595,678) |
Ending balance (in shares) at Sep. 30, 2022 | 5,750,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 7 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (82,530) | $ 13,108,259 |
Adjustments to reconcile net income (loss) to net cash loss used in operating activities: | ||
General and administrative expenses paid in exchange for issuance of Class B ordinary shares to Sponsor | 25,000 | 0 |
General and administrative expenses paid by Sponsor under working capital loan | 0 | 17,052 |
General and administrative expenses paid by Sponsor under promissory note | 4,418 | 0 |
Change in fair value of derivative warrant liabilities | 0 | (11,944,260) |
Change in fair value of working capital loan - related party | 0 | (572,986) |
Income from investments held in Trust Account | 0 | (1,416,385) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | (718,557) |
Accounts payable | 40,512 | (1,817) |
Accrued expenses | 12,600 | (153,332) |
Net cash used in operating activities | 0 | (1,682,026) |
Cash Flows from Financing Activities: | ||
Proceeds received from Working Capital Loan - related party | 0 | 740,234 |
Net cash provided by financing activities | 0 | 740,234 |
Net change in cash | 0 | (941,792) |
Cash - beginning of the period | 0 | 941,792 |
Cash - end of the period | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Deferred offering costs included in accounts payable | 27,100 | 0 |
Deferred offering costs included in accrued expenses | 394,390 | 0 |
Deferred offering costs paid by Sponsor under promissory note | 116,234 | 0 |
Remeasurement of Class A ordinary shares to redemption value | $ 0 | $ 1,317,108 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations Sculptor Acquisition Corp I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 8, 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 that the Company has not yet identified (“Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2022, the Company had not yet commenced operations. All activity for the period from March 8, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the Initial Public Offering (as defined below), and, since the closing of the Initial Public Offering, the search for and efforts toward completing an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in the trust account from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Sculptor Acquisition Sponsor I, a Cayman Islands limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 8, 2021. On December 13, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.7 million, of which approximately $8.1 million was for deferred underwriting fees (see Note 6) and approximately $947,000 was for offering costs allocated to derivative warrant liabilities. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 11,200,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $11.2 million (Note 4). Upon the closing of the Initial Public Offering and Private Placement, $234.6 million ($10.20 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, or the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriters fees and taxes payable) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.20 per share (or $10.30, $10.40 or $10.50 per share, as applicable if the completion window is extended, as described below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. As such, the Public Shares were classified in temporary equity. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. The Company has 18 months from the closing of the Initial Public Offering, or June 13, 2023, to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate an initial Business Combination within 18 months from the closing of this offering, the Company may, but is not obligated to, extend the period of time to consummate a Business Combination three times by an additional three months each time, for a total of up to 21 months for the first extension, 24 months for the second extension or to 27 months for the third extension (the “Combination Period”), subject to the Sponsor or its affiliates or designees depositing additional funds into the trust account as set out below. In order to extend the time available for the Company to consummate its initial Business Combination by an additional three months each time, the Sponsor or its affiliates or designees, upon five days advance notice prior to deadline, must deposit into the Trust Account an additional amount of $0.10 per share each time, or $2.3 million in the aggregate each time, on or prior to the date of the applicable deadline for each of the available three month extensions, providing a total possible Business Combination period of 27 months at a total payment value of $6.9 million, in exchange for a non-interest bearing, unsecured promissory note (the “Extension Loan”). The Public Shareholders will not be entitled to vote or redeem their shares in connection with any such extension. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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) $10.20 per Public Share (or $10.30, $10.40 or $10.50 per share, as applicable, if the Company extends the completion window) 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 $10.20 per share due to reductions in the value of the trust assets, 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 underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources and Going Concern Consideration As of September 30, 2022, the Company had no operating cash and working capital of approximately $734,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 5) and a loan from a related party of approximately $236,000 (the “Note” as defined in Note 5). The Company fully repaid the Note upon closing of the Initial Public Offering. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account and the proceeds from the Working Capital Loan of up to $2.0 million from the Sponsor (as defined in Note 5). As of September 30, 2022, the Company had approximately $757,000 outstanding principal under the Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a business combination by June 13, 2023 (unless such a period is extended as described herein), then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 13, 2023 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic, current or anticipated military conflict, including between Russia and Ukraine, terrorism, sanctions or other geopolitical events as well as adverse developments in the economy and capital markets, including rising energy costs, inflation and interest rates, in the United States and globally, on the industry and has concluded that while it is reasonably possible that these events 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. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 28, 2022. 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no operating cash or cash equivalents as of September 30, 2022 and no cash equivalents as of December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s other assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets, primarily due to their short-term nature, or because the asset or liability is recognized at fair value. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Working Capital Loan - Related Party The Company has elected the fair value option to account for its working capital loan with its Sponsor as defined and more fully described in Note 5. As a result of applying the fair value option, the Company recognizes each draw at fair value and recognizes subsequent changes in fair value, all of which is recorded as change in the fair value of working capital loan - related party in the condensed statements of operations. The fair value estimate is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumption about the assumptions a market participant would use in pricing the asset or liability. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The warrants issued in connection with its Initial Public Offering (the “Public Warrants”) and Private Placement Warrants are derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the Private Placement Warrants has been estimated using a Black Scholes option pricing model. The fair value of the Public Warrants was initially estimated using a Monte-Carlo simulation model and subsequently estimated based on the listed price in an active market for such warrants. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. 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, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequent changes result from income and losses on investments held in the Trust Account that would be distributed to the Class A ordinary shareholders upon redemption Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the outstanding Public Warrants and the Private Placement Warrants to purchase an aggregate of 22,700,000 Class A ordinary shares because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022. There were no warrants outstanding for the period from March 8, 2021 (inception) through September 30, 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. 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 Nine Months Ended September 30, 2022 For the Period from March 8, 2021 (inception) through September 30,2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 10,486,607 $ 2,621,652 $ - $ (82,530 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 23,000,000 5,750,000 - 4,854,369 Basic and diluted net income (loss) per ordinary share $ 0.46 $ 0.46 $ - $ (0.02 ) For the Three Months Ended September 30 For the Three Months Ended September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 2,513,671 $ 628,418 $ - $ (13,801 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 23,000,000 5,750,000 - 5,000,000 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ - $ (0.00 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On December 13, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.7 million, of which approximately $8.1 million was for deferred underwriting fees (see Note 6) and approximately $947,000 was for offering costs allocated to derivative warrant liabilities. Each Unit consisted of one Class A ordinary share and one-half |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 11,200,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $11.2 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share, subject to adjustments. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On March 15, 2021, the Company issued 7,187,500 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for the payment of $25,000 from the Sponsor to cover certain of the Company’s expenses on behalf of the Company. In October 2021, the Sponsor surrendered to the Company for no consideration an aggregate of 1,437,500 Class B ordinary shares, which the Company accepted and cancelled, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. The holders of the Founder Shares agreed to surrender and cancel up to an aggregate of 750,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on December 13, 2021; thus, these 750,000 Founder Shares were no longer subject to forfeiture. In March 2021, the Sponsor transferred 25,000 Class B ordinary shares to each of Ms. Jackson, Ms. Maynard, Mr. Rosenberg and Ms. Zelman, the Company’s independent directors. The sale of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of September 30, 2022 and December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares that ultimately vest times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, 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 (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans Promissory Note On March 15, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Company borrowed approximately $236,000 under the Note. The Company fully repaid this amount upon closing of the Initial Public Offering. Working Capital Loan On December 31, 2021, the Company issued an unsecured promissory note (the “Working Capital Loan”) in the principal amount of up to $2.0 million to the Sponsor. The Working Capital Loan does not bear interest and is repayable in full upon consummation of the initial Business Combination. If the Company does not complete a Business Combination, the Working Capital Loan shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert up to the principal balance of the Working Capital Loan to warrants of the Company, at a price of $1.00 per warrant. The terms of the warrants will be identical to the terms of the Private Placement Warrants. The Working Capital Loan is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Loan and all other sums payable with regard to the Working Capital Loan becoming immediately due and payable. As of September 30, 2022 and December 31, 2021, the Company had approximately $757,000 and $0, respectively, of principal outstanding under the Working Capital Loan. Extension Loan In order to extend the time available for the Company to consummate its initial Business Combination by an additional three months each time, as described in Note 1, the Sponsor or its affiliates or designees may provide an Extension Loan to the Company to provide funds to deposit into the Trust Account an additional amount of $0.10 per share each time it is extended. The Extension Loan will be provided in the form of a non-interest bearing, unsecured promissory note. Such loans may be converted into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Any such loans that are not converted to warrants will be non-interest bearing and payable upon the consummation of the initial Business Combination. If the Company completes the initial Business Combination, the Company will repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, it will not repay such loans. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Extension Loans. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans and Extension Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and Extension Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. 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 the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus in connection with the Initial Public Offering, to purchase up to 3,000,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters exercised their over-allotment option in full on December 13, 2021. The underwriters were entitled to an underwriting discount of $0.20 per unit, $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7 - Class A Ordinary Shares Subject to Possible Redemption The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 23,000,000 Class A ordinary shares outstanding. As discussed in Note 1, all of the 23,000,000 Class A ordinary shares sold as parts of the Units in the Initial Public Offering contain a redemption feature. In accordance with the ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company classified all of the outstanding Class A ordinary shares as temporary equity. Immediately upon the closing of the Initial Public Offering, the Company recognized a one-time charge against additional paid-in capital (to the extent available) and accumulated deficit for the difference between the initial carrying value of the Class A ordinary shares and the redemption value. The Class A ordinary shares subject to possible redemption reflected on the accompanying balance sheets is reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants at issuance (14,950,000 ) Offering costs allocated to Class A shares subject to possible redemption (12,706,476 ) Plus: Accretion on Class A ordinary shares subject to possible redemption 32,256,476 Class A ordinary shares subject to possible redemption, December 31, 2021 234,600,000 Remeasurement of Class A ordinary shares to redemption value 233,984 Class A ordinary shares subject to possible redemption, June 30, 2022 234,833,984 Remeasurement of Class A ordinary shares to redemption value 1,083,124 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 235,917,108 |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Shareholders' Deficit [Abstract] | |
Shareholders' Deficit | Note 8 - Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. 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 shareholders except as required by law. 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 ordinary shares outstanding after such conversion, 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, any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 9 - Derivative Warrant Liabilities As of September 30, 2022 and December 31, 2021, the Company has a total of 22,700,000 warrants outstanding, comprised of 11,500,000 and 11,200,000 Public Warrants and Private Placement Warrants, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th 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” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the 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) (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 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 $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: • in whole and not in part; • 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 determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and; • if the closing price of the Class A ordinary shares for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 10 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 236,017,108 $ - $ - Liabilities: Derivative liabilities - Public Warrants $ 1,624,380 $ - $ - Derivative liabilities - Private Placement Warrants $ - $ - $ 1,571,360 Working capital loan - related party $ - $ - $ 184,300 December 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 234,600,723 $ - $ - Liabilities: Derivative liabilities - Public Warrants $ - $ - $ 7,636,000 Derivative liabilities - Private Placement Warrants $ - $ - $ 7,504,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in January 2022, when the Public Warrants were separately listed and traded in an active market. Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Private Placement Warrants has been estimated using either a Black Scholes option pricing model or Monte Carlo simulation. The fair value of the Public Warrants was initially estimated using a Monte-Carlo simulation model and subsequently estimated based on the listed price in an active market for such warrants. During the three and nine months ended September 30, 2022, the Company recognized non-operating gains in the condensed statements of operations of approximately $2.0 million and $11.9 million, respectively, for the decrease in the fair value of derivative warrant liabilities. The estimated fair value of the Private Placement Warrants is, and the estimated fair value of the Public Warrants prior to being listed in an active market was, determined using Level 3 inputs. Inherent in a Monte Carlo simulation or Black Scholes option pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, exercise price and dividend yield. Prior to the Public Warrants being listed, the Company estimated the volatility for its Private Placement and Public Warrants based on the implied volatilities from traded warrants of select peer companies that matches the expected term of the warrants. For the period ended September 30, 2022, the volatility for Private Placement Warrants is term matched to historical volatility based on daily closing prices. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the issuance date for a maturity similar to the expected remaining term of the warrants. The expected term of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to be zero. The fair value of the Company’s working capital loan is valued using a compound option formula on the convertible feature and a present value of the host contract. The valuation technique requires inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumption about the assumptions a market participant would use in pricing the working capital loan. The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates: December 31, 2021 September 30, 2022 Exercise price $ 11.50 $ 11.50 Stock price $ 9.67 $ 10.08 Volatility 13.0 % 5.98 % Risk-free rate 1.53 % 4.13 % Dividend yield 0.0 % 0.0 % Years to expected initial Business Combination date 0.94 0.69 Years to expiration 5 5 Probability of a business combination 90 % 25 % The change in the fair value of the Company’s Level 3 financial instruments for the nine months ended September 30, 2022 is summarized as follows: Level 3 Rollforward: Working capital loan - Warrants related party Level 3 - Liabilities at December 31, 2021 $ 15,140,000 $ - Transfer of Public Warrants to Level 1 (7,636,000 ) - Change in fair value of private placement warrants (4,144,000 ) - Borrowing under working capital loan - related party - 349,807 Change in fair value of working capital loan - related party - (125,547 ) Level 3 - Liabilities & working capital loan at March 31, 2022 3,360,000 224,260 Change in fair value of private placement warrants (780,640 ) - Borrowing under working capital loan - related party - 261,933 Change in fair value of working capital loan - related party - (185,739 ) Level 3 - Liabilities & working capital loan at June 30, 2022 2,579,360 300,454 Change in fair value of private placement warrants (1,008,000 ) - Borrowing under working capital loan - related party - 145,546 Change in fair value of working capital loan - related party - (261,700 ) Level 3 - Liabilities & working capital loan at September 30, 2022 $ 1,571,360 $ 184,300 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Between October 1, 2022 and November 10, 2022, the Company drew approximately $25,000 under the Working Capital Loan. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 28, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no operating cash or cash equivalents as of September 30, 2022 and no cash equivalents as of December 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s other assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets, primarily due to their short-term nature, or because the asset or liability is recognized at fair value. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Working Capital Loan - Related Party | Working Capital Loan - Related Party The Company has elected the fair value option to account for its working capital loan with its Sponsor as defined and more fully described in Note 5. As a result of applying the fair value option, the Company recognizes each draw at fair value and recognizes subsequent changes in fair value, all of which is recorded as change in the fair value of working capital loan - related party in the condensed statements of operations. The fair value estimate is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumption about the assumptions a market participant would use in pricing the asset or liability. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The warrants issued in connection with its Initial Public Offering (the “Public Warrants”) and Private Placement Warrants are derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the Private Placement Warrants has been estimated using a Black Scholes option pricing model. The fair value of the Public Warrants was initially estimated using a Monte-Carlo simulation model and subsequently estimated based on the listed price in an active market for such warrants. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. 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, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequent changes result from income and losses on investments held in the Trust Account that would be distributed to the Class A ordinary shareholders upon redemption |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the outstanding Public Warrants and the Private Placement Warrants to purchase an aggregate of 22,700,000 Class A ordinary shares because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022. There were no warrants outstanding for the period from March 8, 2021 (inception) through September 30, 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. 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 Nine Months Ended September 30, 2022 For the Period from March 8, 2021 (inception) through September 30,2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 10,486,607 $ 2,621,652 $ - $ (82,530 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 23,000,000 5,750,000 - 4,854,369 Basic and diluted net income (loss) per ordinary share $ 0.46 $ 0.46 $ - $ (0.02 ) For the Three Months Ended September 30 For the Three Months Ended September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 2,513,671 $ 628,418 $ - $ (13,801 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 23,000,000 5,750,000 - 5,000,000 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ - $ (0.00 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basic and Diluted Net Income (Loss) per Share of Ordinary Share | 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 Nine Months Ended September 30, 2022 For the Period from March 8, 2021 (inception) through September 30,2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 10,486,607 $ 2,621,652 $ - $ (82,530 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 23,000,000 5,750,000 - 4,854,369 Basic and diluted net income (loss) per ordinary share $ 0.46 $ 0.46 $ - $ (0.02 ) For the Three Months Ended September 30 For the Three Months Ended September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 2,513,671 $ 628,418 $ - $ (13,801 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 23,000,000 5,750,000 - 5,000,000 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ - $ (0.00 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | The Class A ordinary shares subject to possible redemption reflected on the accompanying balance sheets is reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants at issuance (14,950,000 ) Offering costs allocated to Class A shares subject to possible redemption (12,706,476 ) Plus: Accretion on Class A ordinary shares subject to possible redemption 32,256,476 Class A ordinary shares subject to possible redemption, December 31, 2021 234,600,000 Remeasurement of Class A ordinary shares to redemption value 233,984 Class A ordinary shares subject to possible redemption, June 30, 2022 234,833,984 Remeasurement of Class A ordinary shares to redemption value 1,083,124 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 235,917,108 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 236,017,108 $ - $ - Liabilities: Derivative liabilities - Public Warrants $ 1,624,380 $ - $ - Derivative liabilities - Private Placement Warrants $ - $ - $ 1,571,360 Working capital loan - related party $ - $ - $ 184,300 December 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 234,600,723 $ - $ - Liabilities: Derivative liabilities - Public Warrants $ - $ - $ 7,636,000 Derivative liabilities - Private Placement Warrants $ - $ - $ 7,504,000 |
Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates: December 31, 2021 September 30, 2022 Exercise price $ 11.50 $ 11.50 Stock price $ 9.67 $ 10.08 Volatility 13.0 % 5.98 % Risk-free rate 1.53 % 4.13 % Dividend yield 0.0 % 0.0 % Years to expected initial Business Combination date 0.94 0.69 Years to expiration 5 5 Probability of a business combination 90 % 25 % |
Change in Fair Value of the Derivative Warrant Liabilities Measured using Level 3 Inputs | The change in the fair value of the Company’s Level 3 financial instruments for the nine months ended September 30, 2022 is summarized as follows: Level 3 Rollforward: Working capital loan - Warrants related party Level 3 - Liabilities at December 31, 2021 $ 15,140,000 $ - Transfer of Public Warrants to Level 1 (7,636,000 ) - Change in fair value of private placement warrants (4,144,000 ) - Borrowing under working capital loan - related party - 349,807 Change in fair value of working capital loan - related party - (125,547 ) Level 3 - Liabilities & working capital loan at March 31, 2022 3,360,000 224,260 Change in fair value of private placement warrants (780,640 ) - Borrowing under working capital loan - related party - 261,933 Change in fair value of working capital loan - related party - (185,739 ) Level 3 - Liabilities & working capital loan at June 30, 2022 2,579,360 300,454 Change in fair value of private placement warrants (1,008,000 ) - Borrowing under working capital loan - related party - 145,546 Change in fair value of working capital loan - related party - (261,700 ) Level 3 - Liabilities & working capital loan at September 30, 2022 $ 1,571,360 $ 184,300 |
Description of Organization a_2
Description of Organization and Business Operations, Summary (Details) | 9 Months Ended | ||
Dec. 13, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) Business Time $ / shares shares | Dec. 31, 2021 USD ($) | |
Description of Organization and Business Operations [Abstract] | |||
Gross proceeds from initial public offering | $ 230,000,000 | ||
Deferred underwriting commissions | $ 8,100,000 | ||
Cash deposited in Trust Account | $ 234,600,000 | ||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.2 | ||
Net tangible assets threshold for redeeming Public Shares | $ 5,000,001 | ||
Percentage of Public Shares that can be redeemed without prior consent | 15% | ||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | ||
Period to complete Business Combination from closing of Initial Public Offering | 18 months | ||
Number of times extended to redeem Public Shares if Business Combination is not completed within Initial Combination Period | Time | 3 | ||
Additional period extended for each time to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 3 months | ||
Advance notice period prior to deadline of deposit into trust account | 5 days | ||
Additional cash deposited in Trust Account per Unit for each time (in dollars per share) | $ / shares | $ 0.1 | ||
Additional cash deposited in Trust Account for each time | $ 2,300,000 | ||
Possible period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 27 months | ||
Payment to acquire business combination | $ 6,900,000 | ||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | ||
Redemption Period 1 [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.3 | ||
Redemption Period 2 [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.4 | ||
Extension period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 24 months | ||
Redemption Period 3 [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.5 | ||
Extension period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 27 months | ||
Minimum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Number of operating businesses included in initial Business Combination | Business | 1 | ||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80% | ||
Post-transaction ownership percentage of the target business | 50% | ||
Maximum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | ||
Maximum [Member] | Redemption Period 1 [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Extension period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 21 months | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 23,000,000 | 23,000,000 | |
Share price (in dollars per share) | $ / shares | $ 10 | ||
Gross proceeds from initial public offering | $ 230,000,000 | $ 230,000,000 | |
Offering costs | 13,700,000 | ||
Deferred underwriting commissions | 8,100,000 | ||
Offering costs allocated to derivative warrant liabilities | $ 947,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 3,000,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | $ 10 | |
Private Placement [Member] | Private Placement Warrants [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 1 | $ 1 | |
Warrants issued (in shares) | shares | 11,200,000 | ||
Gross proceeds from private placement | $ 11,200,000 |
Description of Organization a_3
Description of Organization and Business Operations, Liquidity and Capital Resources (Details) - USD ($) | 7 Months Ended | 9 Months Ended | 10 Months Ended | |
Mar. 15, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Liquidity and Capital Resources [Abstract] | ||||
Cash | $ 0 | $ 941,792 | ||
Working capital | 734,000 | |||
Loan proceeds | $ 0 | 740,234 | ||
Working Capital Loans [Member] | ||||
Liquidity and Capital Resources [Abstract] | ||||
Loan proceeds | 757,000 | |||
Sponsor [Member] | ||||
Liquidity and Capital Resources [Abstract] | ||||
Contribution from sale of founder shares | 25,000 | |||
Sponsor [Member] | Promissory Note [Member] | ||||
Liquidity and Capital Resources [Abstract] | ||||
Loan proceeds | $ 236,000 | 236,000 | ||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | ||||
Liquidity and Capital Resources [Abstract] | ||||
Related party transaction amount | $ 300,000 | |||
Sponsor [Member] | Working Capital Loans [Member] | Maximum [Member] | ||||
Liquidity and Capital Resources [Abstract] | ||||
Related party transaction amount | $ 2,000,000 | $ 2,000,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 0 | $ 941,792 |
Cash equivalents | $ 0 | $ 0 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies, Net Income (Loss) per Ordinary Share (Details) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) Class $ / shares shares | |
Net Income (Loss) Per Ordinary Share [Abstract] | ||||
Number of share classes reported | Class | 2 | |||
Warrants outstanding | $ | $ 0 | $ 0 | ||
Warrant [Member] | ||||
Net Income (Loss) Per Ordinary Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 22,700,000 | |||
Class A Ordinary Shares [Member] | ||||
Numerator: [Abstract] | ||||
Allocation of net income (loss) | $ | $ 2,513,671 | $ 0 | $ 0 | $ 10,486,607 |
Denominator: [Abstract] | ||||
Weighted average ordinary shares outstanding, basic (in shares) | 23,000,000 | 0 | 0 | 23,000,000 |
Weighted average ordinary shares outstanding, diluted (in shares) | 23,000,000 | 0 | 0 | 23,000,000 |
Basic net income (loss) per ordinary share (in dollars per share) | $ / shares | $ 0.11 | $ 0 | $ 0 | $ 0.46 |
Diluted net income (loss) per ordinary share (in dollars per share) | $ / shares | $ 0.11 | $ 0 | $ 0 | $ 0.46 |
Class B Ordinary Shares [Member] | ||||
Numerator: [Abstract] | ||||
Allocation of net income (loss) | $ | $ 628,418 | $ (13,801) | $ (82,530) | $ 2,621,652 |
Denominator: [Abstract] | ||||
Weighted average ordinary shares outstanding, basic (in shares) | 5,750,000 | 5,000,000 | 4,854,369 | 5,750,000 |
Weighted average ordinary shares outstanding, diluted (in shares) | 5,750,000 | 5,000,000 | 4,854,369 | 5,750,000 |
Basic net income (loss) per ordinary share (in dollars per share) | $ / shares | $ 0.11 | $ 0 | $ (0.02) | $ 0.46 |
Diluted net income (loss) per ordinary share (in dollars per share) | $ / shares | $ 0.11 | $ 0 | $ (0.02) | $ 0.46 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | ||
Dec. 13, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |||
Gross proceeds from initial public offering | $ 230,000,000 | ||
Deferred underwriting commissions | $ 8,100,000 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 23,000,000 | 23,000,000 | |
Share price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 230,000,000 | $ 230,000,000 | |
Offering costs | 13,700,000 | ||
Deferred underwriting commissions | 8,100,000 | ||
Offering costs allocated to derivative warrant liabilities | $ 947,000 | ||
Initial Public Offering [Member] | Public Warrants [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities included in each Unit (in shares) | 0.50 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities included in each Unit (in shares) | 1 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 3,000,000 | ||
Share price (in dollars per share) | $ 10 | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Dec. 13, 2021 | Sep. 30, 2022 | |
Private Placements [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Private Placements [Abstract] | ||
Warrants issued (in shares) | 11,200,000 | |
Share price (in dollars per share) | $ 1 | $ 1 |
Proceeds from issuance of warrants | $ 11.2 | |
Holding period for transfer, assignment or sale of warrants | 30 days | |
Private Placement [Member] | Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | ||
Private Placements [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.5 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Mar. 15, 2021 | Oct. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Founder Shares [Abstract] | |||||
Stock-based compensation expense | $ 0 | ||||
Class A Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Common stock, shares outstanding (in shares) | 0 | 0 | |||
Threshold trading days | 20 days | ||||
Threshold consecutive trading days | 30 days | ||||
Class A Ordinary Shares [Member] | Minimum [Member] | |||||
Founder Shares [Abstract] | |||||
Share price (in dollars per share) | $ 12 | ||||
Period after initial Business Combination | 150 days | ||||
Class B Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Common stock, shares outstanding (in shares) | 5,750,000 | 5,750,000 | |||
Sponsor [Member] | |||||
Founder Shares [Abstract] | |||||
Proceeds from issuance of common stock | $ 25,000 | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Stock issued during the period (in shares) | 7,187,500 | ||||
Proceeds from issuance of common stock | $ 25,000 | ||||
Shares surrendered, consideration | $ 0 | ||||
Number of shares surrender (in shares) | 1,437,500 | ||||
Common stock, shares outstanding (in shares) | 5,750,000 | ||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20% | 20% | |||
Ordinary shares no longer subject to forfeiture (in shares) | 750,000 | 750,000 | |||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Ms. Jackson [Member] | |||||
Founder Shares [Abstract] | |||||
Stock issued during the period (in shares) | 25,000 | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Ms. Maynard [Member] | |||||
Founder Shares [Abstract] | |||||
Stock issued during the period (in shares) | 25,000 | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Mr. Rosenberg [Member] | |||||
Founder Shares [Abstract] | |||||
Stock issued during the period (in shares) | 25,000 | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Ms. Zelman [Member] | |||||
Founder Shares [Abstract] | |||||
Stock issued during the period (in shares) | 25,000 | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Founder Shares [Member] | Maximum [Member] | |||||
Founder Shares [Abstract] | |||||
Number of shares surrender (in shares) | 750,000 |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans (Details) - USD ($) | 7 Months Ended | 9 Months Ended | 10 Months Ended | |
Mar. 15, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Loans [Abstract] | ||||
Proceeds from related party transaction amount | $ 0 | $ 740,234 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | |||
Additional period extended for each time to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 3 months | |||
Additional cash deposited in Trust Account per Unit for each time (in dollars per share) | $ 0.1 | |||
Working Capital Loan [Member] | ||||
Related Party Loans [Abstract] | ||||
Proceeds from related party transaction amount | $ 757,000 | |||
Extension Loan [Member] | ||||
Related Party Loans [Abstract] | ||||
Additional period extended for each time to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 3 months | |||
Additional cash deposited in Trust Account per Unit for each time (in dollars per share) | $ 0.1 | |||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Loans [Abstract] | ||||
Proceeds from related party transaction amount | $ 236,000 | $ 236,000 | ||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | ||||
Related Party Loans [Abstract] | ||||
Related party transaction amount | $ 300,000 | |||
Sponsor [Member] | Working Capital Loan [Member] | ||||
Related Party Loans [Abstract] | ||||
Exercise price of warrant (in dollars per share) | $ 1 | |||
Borrowings outstanding | 757,000 | $ 0 | ||
Sponsor [Member] | Working Capital Loan [Member] | Maximum [Member] | ||||
Related Party Loans [Abstract] | ||||
Related party transaction amount | 2,000,000 | $ 2,000,000 | ||
Sponsor [Member] | Extension Loan [Member] | ||||
Related Party Loans [Abstract] | ||||
Exercise price of warrant (in dollars per share) | $ 1 | |||
Borrowings outstanding | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ / shares in Units, $ in Millions | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 Demand | Dec. 31, 2021 USD ($) $ / shares shares | |
Underwriting Agreement [Abstract] | ||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |
Additional Units that can be purchased to cover over-allotments (in shares) | shares | 3,000,000 | |
Underwriting discount (in dollars per share) | $ / shares | $ 0.2 | |
Underwriting discount | $ | $ 4.6 | |
Deferred underwriting commissions per Unit (in dollars per share) | $ / shares | $ 0.35 | |
Deferred underwriting commissions | $ | $ 8.1 | |
Maximum [Member] | ||
Registration and Shareholder Rights [Abstract] | ||
Number of demands eligible security holder can make | Demand | 3 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Dec. 13, 2021 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) shares | |
Common Stock Subject To Possible Redemption [Abstract] | |||||
Gross proceeds | $ 230,000,000 | ||||
Class A ordinary shares subject to possible redemption | $ 235,917,108 | $ 235,917,108 | $ 234,600,000 | ||
Class A Ordinary Shares [Member] | |||||
Common Stock Subject To Possible Redemption [Abstract] | |||||
Ordinary shares, shares authorized (in shares) | shares | 500,000,000 | 500,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Voting rights per share | Vote | 1 | ||||
Ordinary shares, outstanding, subject to possible redemption (in shares) | shares | 23,000,000 | 23,000,000 | 23,000,000 | ||
Initial Public Offering [Member] | |||||
Common Stock Subject To Possible Redemption [Abstract] | |||||
Units issued (in shares) | shares | 23,000,000 | 23,000,000 | |||
Gross proceeds | $ 230,000,000 | $ 230,000,000 | |||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||||
Common Stock Subject To Possible Redemption [Abstract] | |||||
Offering costs allocated to Class A shares subject to possible redemption | (12,706,476) | ||||
Accretion on Class A ordinary shares subject to possible redemption | $ 1,083,124 | $ 233,984 | 32,256,476 | ||
Class A ordinary shares subject to possible redemption | $ 235,917,108 | $ 234,833,984 | 235,917,108 | $ 234,600,000 | |
Initial Public Offering [Member] | Public Warrants [Member] | |||||
Common Stock Subject To Possible Redemption [Abstract] | |||||
Proceeds allocated to Public Warrants at issuance | $ (14,950,000) |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) | 9 Months Ended | |||
Sep. 30, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Oct. 31, 2021 shares | Mar. 15, 2021 | |
Shareholders' Equity (Deficit) [Abstract] | ||||
Preference shares, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares issued (in shares) | 0 | 0 | ||
Preference shares, shares outstanding (in shares) | 0 | 0 | ||
Stock conversion basis of Class B to Class A ordinary shares at time of initial Business Combination | 1 | |||
As-converted percentage for Class A ordinary shares after conversion of Class B shares | 20% | |||
Class A Ordinary Shares [Member] | ||||
Shareholders' Equity (Deficit) [Abstract] | ||||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of votes per share | Vote | 1 | |||
Ordinary shares, outstanding, subject to possible redemption, issued (in shares) | 23,000,000 | 23,000,000 | ||
Ordinary shares, outstanding, subject to possible redemption, outstanding (in shares) | 23,000,000 | 23,000,000 | ||
Ordinary shares, shares issued (in shares) | 0 | 0 | ||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | ||
Class B Ordinary Shares [Member] | ||||
Shareholders' Equity (Deficit) [Abstract] | ||||
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of votes per share | Vote | 1 | |||
Ordinary shares, shares issued (in shares) | 5,750,000 | 5,750,000 | ||
Ordinary shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | ||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||
Shareholders' Equity (Deficit) [Abstract] | ||||
Ordinary shares, shares outstanding (in shares) | 5,750,000 | |||
Common stock, consideration surrendered | $ | $ 0 | |||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20% | 20% | ||
Ordinary shares no longer subject to forfeiture (in shares) | 750,000 | 750,000 | ||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | ||||
Shareholders' Equity (Deficit) [Abstract] | ||||
Common stock, shares subject to forfeiture (in shares) | 750,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 22,700,000 | 22,700,000 |
Period to exercise warrants after Business Combination | 30 days | |
Period to exercise warrants after closing of Initial Public Offering | 12 months | |
Period to file registration statement after initial Business Combination | 20 days | |
Period for registration statement to become effective | 60 days | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Expiration period of warrants | 5 years | |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | |
Public Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 11,500,000 | 11,500,000 |
Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 11,200,000 | 11,200,000 |
Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 12 | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 180% | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Redemption period | 30 days | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||
Warrants [Abstract] | ||
Warrant redemption price (in dollars per share) | $ 0.1 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 10 days | |
Threshold consecutive trading days | 20 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 10 days | |
Trading day period to calculate volume weighted average trading price following notice of redemption | 10 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 115% | |
Warrant redemption price (in dollars per share) | $ 18 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60% | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 10 days | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.2 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative Warrant Liabilities [Member] | |||
Liabilities [Abstract] | |||
Change in fair value of derivative warrant liabilities | $ (2,000,000) | $ (11,900,000) | |
Recurring [Member] | Level 1 [Member] | |||
Assets [Abstract] | |||
Investments held in Trust Account | 236,017,108 | 236,017,108 | $ 234,600,723 |
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | |||
Liabilities [Abstract] | |||
Derivative liabilities | 1,624,380 | 1,624,380 | 0 |
Recurring [Member] | Level 1 [Member] | Private Warrants [Member] | |||
Liabilities [Abstract] | |||
Derivative liabilities | 0 | 0 | 0 |
Recurring [Member] | Level 1 [Member] | Working Capital Loans - Related Party [Member] | |||
Liabilities [Abstract] | |||
Derivative liabilities | 0 | 0 | |
Recurring [Member] | Level 2 [Member] | |||
Assets [Abstract] | |||
Investments held in Trust Account | 0 | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Public Warrants [Member] | |||
Liabilities [Abstract] | |||
Derivative liabilities | 0 | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Private Warrants [Member] | |||
Liabilities [Abstract] | |||
Derivative liabilities | 0 | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Working Capital Loans - Related Party [Member] | |||
Liabilities [Abstract] | |||
Derivative liabilities | 0 | 0 | |
Recurring [Member] | Level 3 [Member] | |||
Assets [Abstract] | |||
Investments held in Trust Account | 0 | 0 | 0 |
Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | |||
Liabilities [Abstract] | |||
Derivative liabilities | 0 | 0 | 7,636,000 |
Recurring [Member] | Level 3 [Member] | Private Warrants [Member] | |||
Liabilities [Abstract] | |||
Derivative liabilities | 1,571,360 | 1,571,360 | $ 7,504,000 |
Recurring [Member] | Level 3 [Member] | Working Capital Loans - Related Party [Member] | |||
Liabilities [Abstract] | |||
Derivative liabilities | $ 184,300 | $ 184,300 |
Fair Value Measurements, Level
Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Measurements [Abstract] | ||
Term | 5 years | |
Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Term | 5 years | 5 years |
Probability of a business combination | 0.25 | 0.90 |
Warrants [Member] | Exercise Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.5 | 11.5 |
Warrants [Member] | Stock Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 10.08 | 9.67 |
Warrants [Member] | Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0598 | 0.13 |
Warrants [Member] | Risk Free Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0413 | 0.0153 |
Warrants [Member] | Dividend Yield [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0 | 0 |
Warrants [Member] | Years to Expected Initial Business Combination Date [Member] | ||
Fair Value Measurements [Abstract] | ||
Term | 8 months 8 days | 11 months 8 days |
Fair Value Measurements, Change
Fair Value Measurements, Change in Fair Value of the Derivative Warrant Liabilities Measured using Level 3 Inputs (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Unobservable Input Reconciliation [Roll Forward] | ||||||
Change in fair value of working capital loan - related party | $ 261,700 | $ 0 | $ 0 | $ 572,986 | ||
Warrants [Member] | ||||||
Unobservable Input Reconciliation [Roll Forward] | ||||||
Beginning balance | 2,579,360 | $ 3,360,000 | $ 15,140,000 | 15,140,000 | ||
Transfer of Public Warrants to Level 1 | (7,636,000) | |||||
Change in fair value of private placement warrants | (1,008,000) | (780,640) | (4,144,000) | |||
Borrowing under working capital loan - related party | 0 | 0 | 0 | |||
Change in fair value of working capital loan - related party | 0 | 0 | 0 | |||
Ending balance | 1,571,360 | 2,579,360 | 3,360,000 | 1,571,360 | ||
Working Capital Loans - Related Party [Member] | ||||||
Unobservable Input Reconciliation [Roll Forward] | ||||||
Beginning balance | 300,454 | 224,260 | 0 | 0 | ||
Transfer of Public Warrants to Level 1 | 0 | |||||
Change in fair value of private placement warrants | 0 | 0 | 0 | |||
Borrowing under working capital loan - related party | 145,546 | 261,933 | 349,807 | |||
Change in fair value of working capital loan - related party | (261,700) | (185,739) | (125,547) | |||
Ending balance | $ 184,300 | $ 300,454 | $ 224,260 | $ 184,300 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Nov. 10, 2022 USD ($) | |
Subsequent Event [Member] | Working Capital Loans [Member] | |
Subsequent Event [Abstract] | |
Proceeds from debt | $ 25,000 |