Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | BioPlus Acquisition Corp. |
Entity Central Index Key | 0001856653 |
Entity Incorporation, State or Country Code | E9 |
Entity Tax Identification Number | 98-1583872 |
Entity Address, Address Line One | 260 Madison Avenue |
Entity Address, Address Line Two | Suite 800 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10026 |
City Area Code | 212 |
Local Phone Number | 287-4092 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Small Business | true |
Entity Ex Transition Period | false |
Entity Primary SIC Number | 6770 |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 260 Madison Avenue |
Entity Address, Address Line Two | Suite 800 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10026 |
City Area Code | 212 |
Local Phone Number | 287-4092 |
Contact Personnel Name | Ross Haghighat |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 140,302 | $ 635,542 |
Current portion of prepaid expenses | 408,461 | 366,744 |
Total Current Assets | 548,763 | 1,002,286 |
Prepaid expenses | 0 | 369,934 |
Cash and investments held in Trust Account | 237,775,823 | 234,608,695 |
TOTAL ASSETS | 238,324,586 | 235,980,915 |
Current liabilities | ||
Accrued expenses | 263,150 | 111,636 |
Accrued offering costs | 0 | 67,500 |
Advance from related parties | 263,725 | 0 |
Total Current Liabilities | 526,875 | 179,136 |
Sponsor Loan | 5,000,000 | 5,000,000 |
Deferred underwriting fee payable | 9,800,000 | 9,800,000 |
TOTAL LIABILITIES | 15,326,875 | 14,979,136 |
COMMITMENTS AND CONTINGENCIES | ||
Class A ordinary shares subject to possible redemption; $0.0001 par value, 23,000,000 shares issued and outstanding at approximately $10.34 and $10.20 per share, redemption value as of December 31, 2022 and 2021, respectively | 237,775,823 | 234,600,000 |
SHAREHOLDERS' DEFICIT | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (14,778,743) | (13,598,852) |
TOTAL SHAREHOLDERS' DEFICIT | (14,778,112) | (13,598,221) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | 238,324,586 | 235,980,915 |
Common Class A [Member] | ||
Current liabilities | ||
Class A ordinary shares subject to possible redemption; $0.0001 par value, 23,000,000 shares issued and outstanding at approximately $10.34 and $10.20 per share, redemption value as of December 31, 2022 and 2021, respectively | 237,775,823 | 234,600,000 |
SHAREHOLDERS' DEFICIT | ||
Common stock value | 56 | 56 |
Common Class B [Member] | ||
SHAREHOLDERS' DEFICIT | ||
Common stock value | $ 575 | $ 575 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity, redemption price per share | $ 10.2 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued | 23,000,000 | 23,000,000 |
Temporary equity, shares oustanding | 23,000,000 | 23,000,000 |
Temporary equity, redemption price per share | $ 10.34 | $ 10.2 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 560,000 | 560,000 |
Common stock, shares outstanding | 560,000 | 560,000 |
Common Stock, Shares, Subject to Forfeiture | 23,000,000 | 23,000,000 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Statements Of Operations
Statements Of Operations - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Formation and operating costs | $ 148,895 | $ 1,171,196 |
Loss from operations | (148,895) | (1,171,196) |
Other income: | ||
Interest earned on investments held in Trust Account | 8,695 | 3,167,128 |
Net income (loss) | $ (140,200) | $ 1,995,932 |
Class A Ordinary Shares [Member] | ||
Other income: | ||
Weighted average shares outstanding, Basic | 1,817,901 | 23,560,000 |
Basic net income (loss) per share | $ (0.02) | $ 0.07 |
Weighted average shares outstanding, Diluted | 1,817,901 | 23,560,000 |
Diluted net income (loss) per share | $ (0.02) | $ 0.07 |
Class B Ordinary Shares [Member] | ||
Other income: | ||
Weighted average shares outstanding, Basic | 5,057,870 | 5,750,000 |
Basic net income (loss) per share | $ (0.02) | $ 0.07 |
Weighted average shares outstanding, Diluted | 5,057,870 | 5,750,000 |
Diluted net income (loss) per share | $ (0.02) | $ 0.07 |
Statements Of Changes In Shareh
Statements Of Changes In Shareholders' Deficit - USD ($) | Total | Ordinary Shares Class A Ordinary Shares [Member] | Ordinary Shares Class B Ordinary Shares [Member] | Additional Paid-in Capital | Accumulated Deficit |
Balance Beginning at Feb. 10, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance Beginning, Shares at Feb. 10, 2021 | 0 | 0 | |||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 575 | 24,425 | ||
Issuance of Class B ordinary shares to Sponsor, Shares | 5,750,000 | ||||
Sale of 560,000 Private Placement Units | 5,600,000 | $ 56 | 5,599,944 | ||
Sale of 560,000 Private Placement Units, Shares | 560,000 | ||||
Fair value of Public Warrants at issuance | 10,810,000 | 10,810,000 | |||
Accretion of ordinary shares subject to redemption | (29,893,021) | (16,434,369) | (13,458,652) | ||
Net income | (140,200) | (140,200) | |||
Balance Ending at Dec. 31, 2021 | (13,598,221) | $ 56 | $ 575 | 0 | (13,598,852) |
Balance Ending, Shares at Dec. 31, 2021 | 560,000 | 5,750,000 | |||
Accretion of ordinary shares subject to redemption | (3,175,823) | (3,175,823) | |||
Net income | 1,995,932 | 1,995,932 | |||
Balance Ending at Dec. 31, 2022 | $ (14,778,112) | $ 56 | $ 575 | $ 0 | $ (14,778,743) |
Balance Ending, Shares at Dec. 31, 2022 | 560,000 | 5,750,000 |
Statements Of Changes In Shar_2
Statements Of Changes In Shareholders' Deficit (Parenthetical) | 11 Months Ended |
Dec. 31, 2021 shares | |
Sale of Units through IPO less fair value of public warrants | 560,000 |
Statements Of Cash Flows
Statements Of Cash Flows - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (140,200) | $ 1,995,932 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (8,695) | (3,167,128) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (736,678) | 328,217 |
Accrued expenses | 111,636 | 151,514 |
Net cash used in operating activities | (773,937) | (691,465) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (234,600,000) | |
Net cash used in investing activities | (234,600,000) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds From Issuance Of Common Stock To Sponsor | 25,000 | |
Proceeds from net of underwriting discounts paid | 226,000,000 | |
Proceeds from sale of Private Placement Units | 5,600,000 | |
Advances from related party | 267,396 | |
Repayment of advances from related party | (3,671) | |
Proceeds from sponsor loan | 5,000,000 | |
Proceeds from promissory note – related party | 170,000 | |
Repayment of promissory note – related party | (170,000) | |
Payments of offering costs | (615,521) | (67,500) |
Net cash provided by financing activities | 236,009,479 | 196,225 |
Net Change in Cash | 635,542 | (495,240) |
Cash – Beginning of period | 635,542 | |
Cash – Ending of period | 635,542 | $ 140,302 |
Non-Cash Investing and Financing Activities: | ||
Offering costs included in accrued offering costs | 67,500 | |
Deferred underwriting fee payable | $ 9,800,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS BioPlus Acquisition Corp. (the “Company”), commonly known as “BIOS” and “Bios Acquisition Corporation,” is blank check company incorporated as a Cayman Islands exempt company on February 11, 2021 The Company is not limited to a particular industry or sector for purposes of completing a Business Combination. The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 11, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering became effective on December 2, 2021. On December 7, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 560,000 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to BioPlus Sponsor LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”), generating gross proceeds of $5,600,000, which is described in Note 4. Transaction costs amounted to $14,483,021, consisting of $4,000,000 of underwriting fees, $9,800,000 of deferred underwriting fees and $683,021 of other offering costs. Following the closing of the Initial Public Offering on December 7, 2021, an amount of $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the sale of the Placement Units as well as the sponsor loan (Note 5) was placed in a trust account (the “Trust Account”), and is be invested in 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 in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule2a-7ofthe Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. Nasdaq rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the 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, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the completion of the Business Combination (initially anticipated to be $10.20 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note5), Placement Shares (as defined in Note 4), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive i pre-initial The Company will have until 18 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Placement Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than 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 a As of December 31, 2022, the Company had $140,302 in its operating bank account and working capital of $21,887. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). Also, in connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB Accounting Standards Update (“ASU”) Subtopic 205-40, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with U . 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 did not have any cash equivalents at December 31, 2022 and 2021. Investments Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury bills and money market funds, which primarily invest in U.S. Treasury securities. The Company accounts for its investments in treasury securities as Held to Maturity investments and presents such investments on the balance sheets at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company presents its investments in money market funds 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 interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 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 balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (10,810,000 ) Class A ordinary shares issuance costs (14,483,021 ) Plus: Accretion of carrying value to redemption value 29,893,021 Class A ordinary shares subject to possible redemption, December 31, 2021 234,600,000 Plus: Accretion of carrying value to redemption value 3,175,823 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 237,775,823 Warrant Classification The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are 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 amounted to $14,483,021, which were charged to temporary equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statements 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change for the next twelve months. 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. As such, the Company’s tax provision was zero for the periods presented. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from net income loss) per ordinary share as the redemption value approximates fair value. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement (iii) the sponsor promissory loan, since the exercise of the warrants and the conversion of the sponsor loan is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,780,000 Class A ordinary shares in the aggregate. The sponsor loan is convertible into 500,000 units, consisting of 500,000 Class A ordinary shares and 250,000 warrants. As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflec For the Year Ended For the Period from February 11, 2021 (inception) through December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 1,604,372 $ 391,560 $ (36,187 ) $ (104,013 ) Denominator: Basic and diluted weighted average shares outstanding 23,560,000 5,750,000 1,817,901 5,057,870 Basic and diluted net income ( loss $ 0.07 $ 0.07 $ (0.02 ) $ (0.02 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the “FDIC” was appointed as its receiver. The Company held deposits with this bank. As a result of actions by the FDIC, the Company’s insured deposits have been restored. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active Markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Public Offering | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 560,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $5,600,000 in a private placement. The Sponsor purchased 380,000 Placement Units and Cantor purchased 180,000 Placement Units. Each Private Placement Unit consists of one share of Class A ordinary share (“Placement Share”) and one-half |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 18, 2021, the Sponsor purchased 6,325,000 shares (the “Founder Shares”) of the Company’s Class B ordinary shares for an aggregate price of $25,000. On November 6, 2021, the Sponsor forfeited an aggregate of 1,150,000 shares of Class B ordinary shares. In December 2021, the Company effected a 0.111 for 1 share dividend for each Class B ordinary share outstanding, resulting in the initial shareholders holding an aggregate of 5,750,000 Founder Shares. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Sponsor Loan The Sponsor loaned the Company $5,000,000 (the “Sponsor Loan”) as of the closing date of the Initial Public Offering. The Sponsor Loan will bear no interest. The proceeds of the Sponsor Loan were deposited into the Trust Account to be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Sponsor Loan shall be repaid or converted into Sponsor Loan units at a conversion price of $10.00 per unit, at the discretion of the Company, only upon consummation of the Business Combination. The Sponsor Loan units would be identical to the Placement Units sold in the Initial Public Offering. The Sponsor Loan is being extended in order to ensure that the amount in the trust account is $10.20 per Public Share. If the Company does not consummate an initial Business Combination, the Company will not repay the Sponsor Loan and its proceeds will be distributed to the Public Shareholders. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Loan. The conversion feature was analyzed under ASC 470-20, Conversion or Other Options”, and the note did not include any premium or discounts. The conversion option did not include elements that would require bifurcation under ASC 815-40, Administrative Support Agreement The Company entered into an agreement, commencing on December 2, 2021 through the earlier of the Company’s completion of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $20,000 per month for office space, utilities and secretarial and administrative support services. For the year ended December 31, 2022, the Company incurred is included in accrued expenses in the accompanying balance sheets at both December 31, 2022 and December 31, 2021. For the period from February 11, 2021 (inception) through December 31, 2021, the Company incurred Promissory Note — Related Party On March 18, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest Advances from Related Party During the year ended December 31, 2022, the Sponsor paid operating expenses on behalf of the Company totaling $263,725. These amounts were reflected on the balance sheets as advances to the Sponsor. The advances were non-interest bearing and are payable on demand. As of December 31, 2022 and 2021, the Company had an outstanding balance under advances from related party of $263,725 and $0, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Units of the post-Business Combination entity at a price of $10.00 per Unit. The Units would be identical to the Private Placement Units. As of December 31, 2022 and 2021, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the COVID-19 and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Legal Fees As of December 31, 2022, the Company, contingent upon the consummation of an initial Business Combination will be required to pay legal fees of the approximate amount of $1,025,000. This balance is not included or reflected in the financial statements. Registration Rights Pursuant to a registration rights agreement entered into on December 2, 2021, the holders of the Founder Shares, Placement Units (including securities contained therein) and any Units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary shares) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A ordinary shares issuable upon conversion of the Founder Shares are entitled to registration rights. The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of (i) $0.40 per Unit of the gross proceeds of the initial 20,000,000 Units sold in the Initial Public Offering, or $8,000,000 in the aggregate, and (ii) $0.60 per Unit of the gross proceeds from the Units sold pursuant to the over-allotment option, or $1,800,000. 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. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Deficit | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one converted basis, % of the sum of the total number of all ordinary shares outstanding upon completion of this offering (excluding the Private Placement Units and underlying securities) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Warrants — The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective 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 business day after the closing of a 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 foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the completion of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the warrants: • 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 given after the warrants become exercisable to each warrant holder; and • if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, as described above, management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor 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 a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of December 31, 2022 and 2021, there are 280,000 Placement Warrants issued and outstanding. The 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 the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity The Company holds a portion of its assets in the Trust Account in U.S. Treasury securities and a portion in money market funds which are primarily invested in U.S. Treasury securities. At December 31, 2022, assets held in the Trust Account were comprised of $ in cash and $ in U.S. Treasury securities, and $ 118,992,414 . During the year ended December 31, 2022, the Company did not withdraw any interest income from the Trust Account. At December 31, 2021, assets held in the Trust Account were comprised of $ in cash and $ in U.S. Treasury securities , and $ 117,300,493 During the period from February 11, 2021 (inception) through December 31, 2021, the Company did t withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value December 31, 2022 U.S. Treasury Securities (Mature on 01/05/2023) 1 $ 118,782,140 $ 69,085 $ 118,851,225 December 31, 2022 Money market funds which are invested primarily in U.S. Treasury Securities 1 $ — $ — $ 118,992,414 December 31, 2021 U.S. Treasury Securities (Mature on 06/09/2022) 1 $ 117,307,347 $ 3,317 $ 117,310,664 December 31, 2021 Money market funds which are invested primarily in U.S. Treasury Securities 1 $ — $ — $ 117,300,493 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as disclosed in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U . 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 did not have any cash equivalents at December 31, 2022 and 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury bills and money market funds, which primarily invest in U.S. Treasury securities. The Company accounts for its investments in treasury securities as Held to Maturity investments and presents such investments on the balance sheets at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company presents its investments in money market funds 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 interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 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 balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (10,810,000 ) Class A ordinary shares issuance costs (14,483,021 ) Plus: Accretion of carrying value to redemption value 29,893,021 Class A ordinary shares subject to possible redemption, December 31, 2021 234,600,000 Plus: Accretion of carrying value to redemption value 3,175,823 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 237,775,823 |
Warrant Classification | Warrant Classification The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are 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 amounted to $14,483,021, which were charged to temporary equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statements 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change for the next twelve months. 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. As such, the Company’s tax provision was zero for the periods presented. |
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”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from net income loss) per ordinary share as the redemption value approximates fair value. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement (iii) the sponsor promissory loan, since the exercise of the warrants and the conversion of the sponsor loan is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,780,000 Class A ordinary shares in the aggregate. The sponsor loan is convertible into 500,000 units, consisting of 500,000 Class A ordinary shares and 250,000 warrants. As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflec For the Year Ended For the Period from February 11, 2021 (inception) through December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 1,604,372 $ 391,560 $ (36,187 ) $ (104,013 ) Denominator: Basic and diluted weighted average shares outstanding 23,560,000 5,750,000 1,817,901 5,057,870 Basic and diluted net income ( loss $ 0.07 $ 0.07 $ (0.02 ) $ (0.02 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the “FDIC” was appointed as its receiver. The Company held deposits with this bank. As a result of actions by the FDIC, the Company’s insured deposits have been restored. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active Markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Class A ordinary shares reflected in the balance sheet | At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (10,810,000 ) Class A ordinary shares issuance costs (14,483,021 ) Plus: Accretion of carrying value to redemption value 29,893,021 Class A ordinary shares subject to possible redemption, December 31, 2021 234,600,000 Plus: Accretion of carrying value to redemption value 3,175,823 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 237,775,823 |
Summary of basic and diluted net loss per ordinary share | The following table reflec For the Year Ended For the Period from February 11, 2021 (inception) through December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 1,604,372 $ 391,560 $ (36,187 ) $ (104,013 ) Denominator: Basic and diluted weighted average shares outstanding 23,560,000 5,750,000 1,817,901 5,057,870 Basic and diluted net income ( loss $ 0.07 $ 0.07 $ (0.02 ) $ (0.02 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Assets And Liabilities That Were Measured At Fair Value On A Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value December 31, 2022 U.S. Treasury Securities (Mature on 01/05/2023) 1 $ 118,782,140 $ 69,085 $ 118,851,225 December 31, 2022 Money market funds which are invested primarily in U.S. Treasury Securities 1 $ — $ — $ 118,992,414 December 31, 2021 U.S. Treasury Securities (Mature on 06/09/2022) 1 $ 117,307,347 $ 3,317 $ 117,310,664 December 31, 2021 Money market funds which are invested primarily in U.S. Treasury Securities 1 $ — $ — $ 117,300,493 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Dec. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Proceeds from initial public offering | $ 230,000,000 | |||
Total Transaction Costs in Connection | 14,483,021 | |||
Underwriting discount | 4,000,000 | |||
Other offering costs | $ 683,021 | |||
Cash | $ 635,542 | $ 140,302 | $ 635,542 | |
Term of restricted investments | 185 days | |||
Temporary equity redemption price per share | $ 10.2 | |||
Proceeds from gross proceeds | $ 5,600,000 | |||
Deferred underwriting discount non current | $ 9,800,000 | |||
Payment to acquire restricted investments | $ 234,600,000 | $ 234,600,000 | ||
Restricted investment per unit | $ 10.2 | |||
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | |||
Percentage of public shares to be redeemed on non completion of business combination | 100% | |||
Dissolution expense | $ 100,000 | |||
Working capital | $ 21,887 | |||
Sponsor [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Minimum public share price due to reductions in the value of the trust assets less taxes payable | $ 10.1 | |||
Private Placement Warrants [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Class of warrants or rights warrants issued during the period units | 560,000 | |||
Class of warrants or rights warrants issued issue price per warrant | $ 10 | |||
Minimum [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 50% | |||
Minimum [Member] | Fair value Market Investement [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Equity method investment ownership percentage | 80% | |||
Maximum [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Share Price | $ 10 | |||
IPO [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Shares issued | 8,000,000 | |||
IPO [Member] | Public Share [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Per share price | $ 10 | |||
Over-Allotment Option [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Shares issued | 3,000,000 | 1,800,000 | ||
Share Price | $ 10 | $ 0.6 | ||
Over-Allotment Option [Member] | Sponsor [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Shares issued | 5,000,000 | |||
Class A Ordinary Shares [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Proceeds from initial public offering | $ 230,000,000 | $ 230,000,000 | ||
Temporary equity redemption price per share | $ 10.2 | $ 10.34 | $ 10.2 | |
Class A Ordinary Shares [Member] | IPO [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Shares issued | 23,000,000 | 23,000,000 | ||
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Shares issued | 3,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Class A ordinary shares reflected in the balance sheet (Detail) - USD ($) | 12 Months Ended | ||
Dec. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||
Gross proceeds | $ 230,000,000 | ||
Class A ordinary shares subject to possible redemption | $ 237,775,823 | $ 234,600,000 | |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds | 230,000,000 | 230,000,000 | |
Proceeds allocated to Public Warrants | (10,810,000) | 10,810,000 | |
Class A ordinary shares issuance costs | (14,483,021) | 14,483,021 | |
Accretion of carrying value to redemption value | 3,175,823 | 29,893,021 | |
Class A ordinary shares subject to possible redemption | $ 237,775,823 | $ 234,600,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of basic and diluted net loss per ordinary share (Detail) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Common Class A [Member] | ||
Basic net income (loss) per ordinary share | ||
Allocation of net income (loss) | $ (36,187) | $ 1,604,372 |
Weighted average shares outstanding, Basic | 1,817,901 | 23,560,000 |
Basic net income (loss) per ordinary share | $ (0.02) | $ 0.07 |
Earnings Per Share, Diluted [Abstract] | ||
Weighted average shares outstanding, Diluted | 1,817,901 | 23,560,000 |
Diluted net income (loss) per ordinary share | $ (0.02) | $ 0.07 |
Common Class B [Member] | ||
Basic net income (loss) per ordinary share | ||
Allocation of net income (loss) | $ (104,013) | $ 391,560 |
Weighted average shares outstanding, Basic | 5,057,870 | 5,750,000 |
Basic net income (loss) per ordinary share | $ (0.02) | $ 0.07 |
Earnings Per Share, Diluted [Abstract] | ||
Weighted average shares outstanding, Diluted | 5,057,870 | 5,750,000 |
Diluted net income (loss) per ordinary share | $ (0.02) | $ 0.07 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 |
Cash insured with federal depository insurance corporation | 250,000 | $ 250,000 |
Offering costs of temporary equity | $ 14,483,021 | |
Conversion of shares | 500,000 | |
Class of warrants or rights number of shares called by the warrants or rights | 250,000 | |
Common Class A [Member] | ||
Accounting Policies [Line Items] | ||
Class of warrants exercisable | 11,780,000 | |
Convertible common shares | 500,000 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 07, 2021 | Dec. 31, 2022 | |
IPO [Member] | ||
Class of Stock [Line Items] | ||
Shares issued | 8,000,000 | |
Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Shares issued | 3,000,000 | 1,800,000 |
Class A Ordinary Shares [Member] | IPO [Member] | ||
Class of Stock [Line Items] | ||
Shares issued | 23,000,000 | 23,000,000 |
Class of warrants or rights number of shares called by each warrant or right | 1 | |
Class of warrants or rights exercise price per share | $ 11.5 | |
Sale of stock issue price per share | $ 10 | |
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Shares issued | 3,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement [Member] | Dec. 31, 2022 USD ($) $ / shares shares |
Private Placement [Line Items] | |
Class of warrants or rights exercise price per share | $ / shares | $ 11.5 |
Purchased of placement units | 560,000 |
Purchased of placement per units | $ / shares | $ 10 |
Cantor [Member] | |
Private Placement [Line Items] | |
Purchased of placement units | 180,000 |
Issuance of private placements | $ | $ 5,600,000 |
Sponsor [Member] | |
Private Placement [Line Items] | |
Purchased of placement units | 380,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 07, 2021 | Dec. 02, 2021 | Nov. 06, 2021 | Mar. 18, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||
Debt instrument conversion price per share | $ 10 | ||||||
Per share amount to be maintained in the trust account | $ 10.2 | ||||||
Due to related party | $ 170,000 | ||||||
Due to Related Parties, Current | $ 263,725 | $ 0 | $ 263,725 | ||||
Over-Allotment Option [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share Price | $ 0.6 | $ 10 | $ 0.6 | ||||
Shares issued | 3,000,000 | 1,800,000 | |||||
Administration And Support Services [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction expenses | 15,483 | $ 240,000 | |||||
Administration And Support Services [Member] | Accrued Liabilities Current [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Related Parties, Current | $ 15,483 | $ 15,483 | $ 15,483 | ||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Operating expenses | $ 263,725 | ||||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued | 5,000,000 | ||||||
Sponsor [Member] | Promissory Note | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument face value | $ 300,000 | ||||||
Sponsor [Member] | Administration And Support Services [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction expenses | $ 20,000 | ||||||
Sponsor [Member] | Working Capital Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Working capital loans convertible into equity warrants | $ 1,500,000 | ||||||
Debt instrument conversion price per share | $ 10 | ||||||
Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Purchase of shares | 6,325,000 | ||||||
Purchase of shares in value | $ 25,000 | ||||||
Forfeiture of common shares | 1,150,000 | ||||||
Common Class B [Member] | Sponsor [Member] | Restriction On Transfer Of Sponsor Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Lock in period of shares | 1 year | ||||||
Share Price | $ 12 | $ 12 | |||||
Waiting period after which the share trading days are considered | 150 days | ||||||
Number of trading days for determining share price | 20 days | ||||||
Number of consecutive trading days for determining the share price | 30 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 07, 2021 | Dec. 31, 2022 | |
Other Commitments [Line Items] | ||
Legal fees | $ 1,025,000 | |
Over-Allotment Option | ||
Other Commitments [Line Items] | ||
Shares issued | 3,000,000 | 1,800,000 |
Share price | $ 10 | $ 0.6 |
IPO [Member] | ||
Other Commitments [Line Items] | ||
Shares issued | 8,000,000 | |
Deferred fees payable | $ 20,000,000 | |
Underwriting Agreement [Member] | ||
Other Commitments [Line Items] | ||
Deferred underwriting discount per share | $ 0.4 | |
Underwriting Agreement [Member] | Over-Allotment Option | ||
Other Commitments [Line Items] | ||
Underwriting discount per share | $ 0.2 | |
Underwriting Agreement [Member] | Initial Public Offering and Over Allotment [Member] | ||
Other Commitments [Line Items] | ||
Payment of underwriting discount | $ 4,000,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock conversion basis | 20 | |
Number of days after consummation of business combination within which the securities shall be registered | 15 days | |
Number of days after which business combination within which securities registration shall be effective | 60 days | |
Class A Ordinary Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common shares, voting right | one | |
Common stock, shares issued | 560,000 | 560,000 |
Common stock, shares outstanding | 560,000 | 560,000 |
Temporary equity shares outstanding | 23,000,000 | 23,000,000 |
Class A Ordinary Shares [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 500,000,000 | |
Common stock, par value | $ 0.0001 | |
Common stock, shares issued | 560,000 | 560,000 |
Common stock, shares outstanding | 560,000 | 560,000 |
Temporary equity shares outstanding | 23,000,000 | |
Class B Ordinary Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common shares, voting right | one | |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Class B Ordinary Shares [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Class of warrants or rights outstanding | 11,500,000 | 11,500,000 |
Warrants and rights outstanding term | 5 years | |
Class of warrants or rights redemption price per unit | $ 0.01 | |
Minimum notice period to be given to the holders of warrants | 30 days | |
Public Warrants [Member] | Class A Ordinary Shares [Member] | ||
Class of Stock [Line Items] | ||
Share Price | $ 18 | |
Number of trading days for determining share price | 20 days | |
Number of consecutive trading days for determining the share price | 30 days | |
Proceeds from equity used for funding business combination as a percentage of the total | 60% | |
Number of consecutive trading days for determining volume weighted average price of shares | 20 days | |
Public Warrants [Member] | Class A Ordinary Shares [Member] | Adjusted Exercise Price One [Member] | ||
Class of Stock [Line Items] | ||
Adjusted exercise price of warrants as a percentage of newly issued price | 180% | |
Public Warrants [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||
Class of Stock [Line Items] | ||
Volume weighted average price of shares | $ 9.2 | |
Placement Warrants [Member] | ||
Class of Stock [Line Items] | ||
Class of warrants or rights outstanding | 280,000 | 280,000 |
From The Completion Of Business Combination [Member] | Private Placement Warrants [Member] | ||
Class of Stock [Line Items] | ||
Period after which the warrants are exercisable | 30 days | |
From The Completion Of Business Combination [Member] | Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Period after which the warrants are exercisable | 30 days | |
From The Completion Of Business Combination [Member] | Public Warrants [Member] | Class A Ordinary Shares [Member] | ||
Class of Stock [Line Items] | ||
Share Price | $ 18 | |
From The Completion Of Business Combination [Member] | Public Warrants [Member] | Class A Ordinary Shares [Member] | Adjusted Exercise Price Two [Member] | ||
Class of Stock [Line Items] | ||
Adjusted exercise price of warrants as a percentage of newly issued price | 115% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 11 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest income | $ 0 | |
Cash [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Held-in-trust | 855 | $ 1,269 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Held-in-trust | 117,300,493 | 118,992,414 |
US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Held-in-trust | $ 117,307,347 | $ 118,782,140 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Assets And Liabilities That Were Measured At Fair Value On A Recurring Basis (Detail) - Level 1 [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
U.S. Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 118,782,140 | $ 117,307,347 |
Gross Holding Gain | 3,317 | |
Gross Holding loss | 69,085 | |
Fair Value | 118,851,225 | 117,310,664 |
U.S. Treasury Securities Money Market Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 0 | 0 |
Fair Value | $ 118,992,414 | $ 117,300,493 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule Of Assets And Liabilities That Were Measured At Fair Value On A Recurring Basis (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Held to maturity Date | Jan. 05, 2023 | Jun. 09, 2022 |