Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Investcorp Europe Acquisition Corp I | |
Entity Central Index Key | 0001857410 | |
Entity File Number | 001-41161 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Century Yard | |
Entity Address, Address Line Two | Cricket Square Elgin Avenue | |
Entity Address, Address Line Three | P.O. Box 1111 | |
Entity Address, City or Town | George Town | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-1102 | |
City Area Code | 345 | |
Local Phone Number | 949-5122 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | IVCB | |
Security Exchange Name | NASDAQ | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | IVCBU | |
Security Exchange Name | NASDAQ | |
Redeemable warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | IVCBW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 19,005,667 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 31,052 | $ 479,009 |
Prepaid expenses | 113,423 | 589,702 |
Total Current Assets | 144,475 | 1,068,711 |
Marketable securities held in Trust Account | 206,459,256 | 356,976,644 |
Total Assets | 206,603,731 | 358,045,355 |
Current liabilities | ||
Accounts payable and accrued expenses | 7,153,522 | 1,284,291 |
Note payable to Sponsor | 3,315,000 | 0 |
Total Current Liabilities | 10,468,522 | 1,284,291 |
Warrant liabilities | 10,109,000 | 1,552,250 |
Deferred underwriting fee payable | 12,075,000 | 12,075,000 |
Total Liabilities | 32,652,522 | 14,911,541 |
Commitments and Contingencies (Note 10) | ||
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Accumulated deficit | (32,508,910) | (13,843,693) |
Total Shareholders' Deficit | (32,508,047) | (13,842,830) |
Total Liabilities, Shares Subject to Redemption and Shareholders' Deficit | 206,603,731 | 358,045,355 |
Common Class A [Member] | ||
Current liabilities | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 19,005,667 shares at $10.86 and 34,500,000 shares at $10.35 per share redemption value at September 30, 2023 and December 31, 2022, respectively | 206,459,256 | 356,976,644 |
Shareholders' Deficit | ||
Common Stock | 0 | 0 |
Common Class B [Member] | ||
Shareholders' Deficit | ||
Common Stock | $ 863 | $ 863 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 19,005,667 | 34,500,000 |
Temporary Equity, Redemption Price Per Share | $ 10.86 | $ 10.35 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 40,000,000 | 40,000,000 |
Common Stock, Shares, Issued | 8,625,000 | 8,625,000 |
Common Stock, Shares, Outstanding | 8,625,000 | 8,625,000 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Formation and operating costs | $ 1,058,457 | $ 860,671 | $ 7,653,872 | $ 1,622,634 |
Loss from Operations | (1,058,457) | (860,671) | (7,653,872) | (1,622,634) |
Other income (expense) | ||||
Change in fair value of warrant liabilities | (3,292,000) | 2,067,000 | (8,556,750) | 23,443,500 |
Interest earned on Marketable securities held in Trust Account | 2,647,851 | 1,588,336 | 8,638,982 | 2,098,957 |
Gain (loss) on foreign exchange | (4,595) | 0 | (4,595) | 9,239 |
Total other income (expense) | (648,744) | 3,655,336 | 77,637 | 25,551,696 |
Net Income (Loss) | $ (1,707,201) | $ 2,794,665 | $ (7,576,235) | $ 23,929,062 |
Common Class A [Member] | ||||
Other income (expense) | ||||
Basic weighted average shares outstanding | 19,005,667 | 34,500,000 | 22,865,061 | 34,500,000 |
Basic net income (loss) per share, Basic | $ (0.06) | $ 0.06 | $ (0.24) | $ 0.55 |
Diluted weighted average shares outstanding | 19,005,667 | 34,500,000 | 22,865,061 | 34,500,000 |
Diluted net income (loss) per share, Diluted | $ (0.06) | $ 0.06 | $ (0.24) | $ 0.55 |
Common Class B [Member] | ||||
Other income (expense) | ||||
Basic weighted average shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 |
Basic net income (loss) per share, Basic | $ (0.06) | $ 0.06 | $ (0.24) | $ 0.55 |
Diluted weighted average shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 |
Diluted net income (loss) per share, Diluted | $ (0.06) | $ 0.06 | $ (0.24) | $ 0.55 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Total | Accumulated Deficit [Member] | Common Class B [Member] Ordinary Shares [Member] |
Beginning balance (in shares) at Dec. 31, 2021 | 8,625,000 | ||
Beginning balance at Dec. 31, 2021 | $ (35,827,142) | $ (35,828,005) | $ 863 |
Remeasurement of redeemable shares to redemption value | 94,443 | 94,443 | |
Net income (loss) | 15,891,664 | 15,891,664 | |
Ending balance at Mar. 31, 2022 | (19,841,035) | (19,841,898) | $ 863 |
Ending balance (in shares) at Mar. 31, 2022 | 8,625,000 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 8,625,000 | ||
Beginning balance at Dec. 31, 2021 | (35,827,142) | (35,828,005) | $ 863 |
Net income (loss) | 23,929,062 | ||
Ending balance at Sep. 30, 2022 | (13,903,481) | (13,904,344) | $ 863 |
Ending balance (in shares) at Sep. 30, 2022 | 8,625,000 | ||
Beginning balance (in shares) at Mar. 31, 2022 | 8,625,000 | ||
Beginning balance at Mar. 31, 2022 | (19,841,035) | (19,841,898) | $ 863 |
Net income (loss) | 5,242,733 | 5,242,733 | |
Ending balance at Jun. 30, 2022 | (14,596,302) | (14,599,165) | $ 863 |
Ending balance (in shares) at Jun. 30, 2022 | 8,625,000 | ||
Remeasurement of redeemable shares to redemption value | (2,099,844) | (2,099,844) | |
Net income (loss) | 2,794,665 | 2,794,665 | |
Ending balance at Sep. 30, 2022 | (13,903,481) | (13,904,344) | $ 863 |
Ending balance (in shares) at Sep. 30, 2022 | 8,625,000 | ||
Beginning balance (in shares) at Dec. 31, 2022 | 8,625,000 | ||
Beginning balance at Dec. 31, 2022 | (13,842,830) | (13,843,693) | $ 863 |
Extension Contribution | (350,000) | (350,000) | |
Remeasurement of redeemable shares to redemption value | (3,608,818) | (3,608,818) | |
Net income (loss) | (2,116,311) | (2,116,311) | |
Ending balance at Mar. 31, 2023 | (19,917,959) | (19,918,822) | $ 863 |
Ending balance (in shares) at Mar. 31, 2023 | 8,625,000 | ||
Beginning balance (in shares) at Dec. 31, 2022 | 8,625,000 | ||
Beginning balance at Dec. 31, 2022 | (13,842,830) | (13,843,693) | $ 863 |
Net income (loss) | (7,576,235) | ||
Ending balance at Sep. 30, 2023 | (32,508,047) | (32,508,910) | $ 863 |
Ending balance (in shares) at Sep. 30, 2023 | 8,625,000 | ||
Beginning balance (in shares) at Mar. 31, 2023 | 8,625,000 | ||
Beginning balance at Mar. 31, 2023 | (19,917,959) | (19,918,822) | $ 863 |
Extension Contribution | (1,050,000) | (1,050,000) | |
Remeasurement of redeemable shares to redemption value | (2,382,313) | (2,382,313) | |
Net income (loss) | (3,752,723) | (3,752,723) | |
Ending balance at Jun. 30, 2023 | (27,102,995) | (27,103,858) | $ 863 |
Ending balance (in shares) at Jun. 30, 2023 | 8,625,000 | ||
Extension Contribution | (1,050,000) | (1,050,000) | |
Remeasurement of redeemable shares to redemption value | (2,647,851) | (2,647,851) | |
Net income (loss) | (1,707,201) | (1,707,201) | |
Ending balance at Sep. 30, 2023 | $ (32,508,047) | $ (32,508,910) | $ 863 |
Ending balance (in shares) at Sep. 30, 2023 | 8,625,000 |
Condensed Statements Of Cash Fl
Condensed Statements Of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | |||||||
Net income (loss) | $ (1,707,201) | $ (2,116,311) | $ 2,794,665 | $ 15,891,664 | $ (7,576,235) | $ 23,929,062 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Interest earned on marketable securities held in Trust Account | (8,638,982) | (2,098,956) | |||||
Change in fair value of warrant liabilities | 3,292,000 | (2,067,000) | 8,556,750 | (23,443,500) | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | 476,279 | 414,579 | |||||
Accounts payable and accrued expenses | 5,869,231 | (650,405) | |||||
Accrued offering expenses | 0 | (205,244) | |||||
Net cash used in operating activities | (1,312,957) | (2,054,464) | |||||
Cash Flows from Investing Activities: | |||||||
Extension Contribution | (2,450,000) | 0 | |||||
Withdrawal from Trust Account for redemptions | 161,606,370 | 0 | |||||
Net cash provided by investing activities | 159,156,370 | 0 | |||||
Cash Flows from Financing Activities: | |||||||
Proceeds from affiliate promissory note | 3,315,000 | 0 | |||||
Payment to Redeeming Shareholders | (161,606,370) | 0 | |||||
Net cash used in financing activities | (158,291,370) | 0 | |||||
Net change in cash | (447,957) | (2,054,464) | |||||
Cash at beginning of period | $ 479,009 | $ 2,632,930 | 479,009 | 2,632,930 | $ 2,632,930 | ||
Cash at end of period | $ 31,052 | $ 578,466 | 31,052 | 578,466 | $ 479,009 | ||
Supplemental disclosure of cash flow information: | |||||||
Remeasurement of Class A Ordinary Shares to redemption value | $ 8,638,982 | $ 2,099,844 |
Organization and Business Opera
Organization and Business Operation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operation | Note 1—Organization and Business Operation Investcorp Asia Acquisition Corp I was incorporated in the Cayman Islands on March 22, 2021. On October 7, 2021, the Company changed its name to Investcorp Europe Acquisition Corp I (the “Company”). The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from March 22, 2021 (inception) through September 30, 2023 relates to the Company’s formation and Initial Public Offering of units (the “IPO”) described below, and since the IPO, the search for a target business. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company expects to generate non-operating The registration statement for the Company’s IPO was declared effective on December 14, 2021 (the “Effective Date”). On December 17, 2021, the Company consummated its IPO of 34,500,000 units, which included the full exercise of the underwriter’s over-allotment option of 4,500,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed further in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 16,700,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to Europe Acquisition Holdings Limited (the “Sponsor”), generating proceeds of $16,700,000. Following the closing of the IPO on December 17, 2021, $351,900,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”), located in the United States at a nationally recognized financial institution, with Continental Stock Transfer & Trust Company acting as trustee (“Continental”), and invested only 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 pre-Business If the Company were deemed to be subject to the Investment Company Act, compliance with these additional regulatory obligations would require additional expenses for which the Company has not allotted funds and may hinder the ability to complete a Business Combination. If the Company has not consummated the initial Business Combination within the required time period, the public shareholders may receive only approximately $10.20 per Public Share, or less in certain circumstances, on the liquidation of the Trust Account and the warrants will expire worthless. The Company will proceed with a Business Combination if the Company seeks shareholder approval and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) 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 irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation 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”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Extension Period and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Extension Period. However, if the Sponsor acquires 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 Extension Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 10) held in the Trust Account in the event the Company does not complete a Business Combination within the Extension 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 $10.20 per Public Share In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share or (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 $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except 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. Extraordinary General Meeting On March 14, 2023, the Company convened an Extraordinary General Meeting (the “Extraordinary General Meeting”) virtually, to vote on the proposals described below. A total of 34,372,929 of the Company’s Class A ordinary shares and Class B ordinary shares (the “Ordinary Shares”), or 79.1% of the Company’s outstanding shares as of February 22, 2023, the record date for the Extraordinary General Meeting, were represented virtually or by proxy at the Extraordinary General Meeting. As approved by its shareholders at the Extraordinary Meeting, the Company filed an amendment (the “Extension Amendment”). The Extension Amendment (i) extends the date by which the Company must consummate its initial business combination from March 17, 2023 to December 17, 2023 and (ii) remove the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001. Additionally, at the Extraordinary General Meeting holders of Public Shares were afforded the opportunity to require the Company to redeem their Public Shares for their pro rata share of the Trust Account. In connection with the vote to approve the Extension Amendment and the Redemption Limitation, the holders of 15,494,333 Class A ordinary shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $10.43 per share for an aggregate redemption amount of approximately $161.6 million, leaving 19,005,667 public shares remaining outstanding. Following this redemption, the balance in the Trust Account was approximately $198.2 million. In connection with the approval of the Extension Amendment, the Sponsor has agreed, by making monthly advancements on the Loan (as defined below), to contribute (each such contribution, an “Extension Contribution”) into the Trust Account the lesser of (x) an aggregate of $350,000 or (y) $0.03 per share for each public share that was not redeemed at the Extraordinary General Meeting for each monthly period (commencing on March 17, 2023 and ending on the 17 th On November 9, 2023, the Company filed a definitive proxy statement on Schedule 14A (“the Extension Proxy”) with respect to an extraordinary general meeting to seek approval from the shareholders of an amendment to its Articles to extend the date by which the Company must consummate its initial business combination from December 17, 2023 to June 17, 2024, as more fully described in the Extension Proxy. While the funds in the Trust Account have, since the IPO, been held only 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 money market funds meeting certain conditions under Rule 2a-7 24-month Liquidity, Capital Resources and Going Concern As of September 30, 2023, the Company had $31,052 in its operating bank accounts and working capital deficit of $10,324,047. As of September 30, 2023, $8,638,982 of the amount on deposit in marketable securities held in the Trust Account represented interest income and $2,450,000 represented an Extension Contribution, all of which are available to pay the Company’s tax obligations, if any. To finance transaction costs in connection with the Business Combination, the Company’s Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans, as defined below (see Note 6). On March 7, 2023, the Company entered into a non-interest bearing On July 6, 2023, the Company entered into a non-interest bearing As of September 30, 2023 there was $3,315,000 outstanding under the Loans entered into on March 7, 2023 and July 6, 2023 as described above. As of December 31, 2022, there were no If the Company is not able to consummate a Business Combination before the end of the Extension Period, the Company will commence an automatic winding up, dissolution and liquidation. Management has determined that the automatic liquidation, should a Business Combination not occur, and potential subsequent dissolution also raises substantial doubt about the Company’s ability to continue as a going concern. While management intends to complete a Business Combination, it is uncertain whether the Company will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities. Under Accounting Standards Update (ASU) 2014-15, 205-40): 2014-15”), |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10- Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Start-ups 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 these 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed 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 highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, and short-term debentures, with original periods to maturity not exceeding three months, to be cash equivalents. The Company had cash of $31,052 and $479,009 as of September 30, 2023 and December 31, 2022. The Company had no cash equivalents as of September 30, 2023 and December 31, 2022. Marketable Securities Held in Trust Account Investments in money market funds are recognized at fair value and 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 marketable securities held in the Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account consisted of cash and money market mutual funds in the amount of $206,459,256 and $356,976,644, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 one-half Net Income (Loss) Per Ordinary Share The Company’s statements of operations include a presentation of net income (loss) per share for ordinary shares subject to possible redemption and applies the two-class pro- non-redeemable pro-rata non-redeemable The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the three months ended September 30, 2023 September 30, 2022 Redeemable Class A ordinary shares Non- Redeemable Class B ordinary shares Redeemable Class A ordinary shares Non- Redeemable Class B ordinary shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (1,174,293 ) $ (532,908 ) $ 2,235,732 $ 558,933 Denominator: Weighted-average shares outstanding 19,005,667 8,625,000 34,500,000 8,625,000 Basic and diluted net income (loss) per share $ (0.06 ) $ (0.06 ) $ 0.06 $ 0.06 For the nine months ended September 30, 2023 September 30, 2022 Redeemable Class A ordinary shares Non- Redeemable Class B ordinary shares Redeemable Class A ordinary shares Non- Redeemable Class B ordinary shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (5,501,135 ) $ (2,075,100 ) $ 19,143,250 $ 4,785,812 Denominator: Weighted-average shares outstanding 22,865,061 8,625,000 34,500,000 8,625,000 Basic and diluted net income (loss) per share $ (0.24 ) $ (0.24 ) $ 0.55 $ 0.55 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at or non-current based not net-cash settlement The 33,950,000 warrants issued in connection with the Initial Public Offering and the Private Placement (including the 17,250,000 Public Warrants included in the Units and the 16,700,000 Private Placement Warrants) were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at as non-current liabilities 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 feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 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 sheet. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: September 30, 2023 December 31, 2022 As of beginning of the period $ 356,976,644 $ 351,900,000 Less: Redemptions as a result of Extraordinary General Meeting (161,606,370 ) Plus: Extension Contribution 2,450,000 — Remeasurement of carrying value to redemption value 8,638,982 5,076,644 Class A ordinary shares subject to possible redemption $ 206,459,256 $ 356,976,644 Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023, there were no unrecognized tax benefits, and no amounts were accrued for the payment of interest and penalties. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20, No. 2020-06, No. 2020-06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3— Initial Public Offering On December 17, 2021 the Company sold 34,500,000 Units, which included 4,500,000 units from the underwriters full exercise of their over-allotment option, at a price of $10.00 per Unit, generating gross proceeds to the Company of $345,000,000. Each Unit consists of one Class A ordinary share and one-half Following the closing of the IPO on December 17, 2021 an aggregate of $351,900,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into the Trust Account. The net proceeds deposited into the Trust Account will 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 the conditions of Rule 2a-7 Transaction costs of the IPO amounted to $20,078,227 consisting of $6,900,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $1,103,227 of other offering costs. Of the transaction costs, $19,224,170 was included in Additional Paid-in |
Potential Business Combination
Potential Business Combination Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Potential Business Combination Agreement | Note 4— Potential Business Combination Agreement On April 25, 2023, the Company entered into a business combination agreement with OpSec Holdings, a Cayman Islands exempted company with limited liability (“Pubco”), Opal Merger Sub I, a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of Pubco (“Merger Sub I”), Opal Merger Sub II, a Cayman Islands exempted company incorporated with limited liability and wholly-owned Subsidiary of Pubco (“Merger Sub II”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (“OpSec”), Orca Midco Limited, a private limited company incorporated under the Laws of England and Wales (“Orca Midco”), Orca Bidco Limited, a private limited company incorporated under the Laws of England and Wales and a subsidiary of OpSec (“Orca”), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership (“ITSF”), and Mill Reef Capital Fund ScS, a limited partnership ( société en commandite simple Following consummation of the transactions, the Company will be a wholly-owned subsidiary of Pubco and OpSec will be a wholly-owned subsidiary of Pubco. OpSec will hold approximately 97% of the issued and outstanding equity of its underlying operating subsidiaries. The Transactions are expected to close in the second half of 2023, subject to customary closing conditions, including the required approval by the shareholders of the Company. Other than pursuant to the terms and conditions set forth in the Backstop Agreement, there are no other financial closing conditions of the Transactions that would preclude closing once shareholder approval is obtained. Each public unit of the Company outstanding immediately prior to the Second Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one Class A ordinary share and one-half of At the Second Merger Effective Time, by virtue of the Second Merger and without any further action required on the part of any Party or the holders of securities of the Company or Merger Sub II: (1) Class A ordinary shares (2) Warrants Concurrently with the Second Merger and after giving effect to the Share Cancellation described below, the Sponsor and certain shareholders of the Company (together with the Sponsor, the “Sponsor Members”) will sell and transfer to Pubco, and Pubco will purchase, the outstanding Class B ordinary shares in exchange for an equal number of Pubco Ordinary Shares and immediately after the Second Merger Effective Time each such Class B ordinary share will be converted into a Class A ordinary share. In connection with the Share Contribution, the OpSec Shareholders will receive, in aggregate, (1) 23,577,550 Pubco Ordinary Shares, (2) an aggregate amount in cash equal to $10,000,000 and (3) the right to receive in aggregate an additional 1,277,550 Pubco Ordinary Shares upon the satisfaction of either of the following conditions (each, “Triggering Event”): (1) if at any time from the Second Merger Effective Time through the date that is the tenth anniversary of the Second Merger Effective Time the volume-weighted average price of Pubco Ordinary Shares is greater than or equal to $12.00 over any 20 trading days within any 30 trading day period; and (2) if at any time from the Second Merger Effective Time through the date that is the tenth anniversary of the Second Merger Effective Time there is a change of control of Pubco. In connection with the Business Combination Agreement, the Company entered into the following agreements: Backstop Agreement: Insider Letter Amendment: Sponsor Support Agreement: In connection with the Closing, the Company will enter into, among others, the following agreements: Lock-Up lock-up Registration Rights Agreement: Warrant Assignment, Assumption and Amendment: |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | Note 5—Private Placement Warrants Simultaneously with consummation of the IPO, the Sponsor purchased an aggregate of 16,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($16,700,000 in the aggregate). Each whole Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Extension Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6—Related Party Transactions Founder Shares On April 1, 2021, the Sponsor purchased 8,625,000 shares of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. On November 3, 2021, the Sponsor transferred 718,750 Founder Shares to Baroness Ruby McGregor-Smith, 479,167 Founder Shares to Peter McKellar, and 30,000 Founder Shares to each of Pam Jackson, Laurence Ponchaut and Adah Almutairi, at approximately $0.12 per share. This resulted in a benefit to the Company from the excess fair value of shares issued over the nominal purchase price. The excess fair value of the Founder Shares over their nominal purchase price is estimated to be $5,292,600 and will be recorded as compensation expense upon closing of the Business Combination. The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. 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. At the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The terms of the warrants would be identical to the terms of the Private Placement Warrants. On March 7, 2023, the Company entered into a non-interest bearing 815-15, On July 6, 2023, the Company entered into a non-interest bearing The Loan bears no interest and shall be due and payable on the earlier of (i) the date on which the Borrower consummates the transaction or (ii) the date of that the winding up of the Borrower is effective. If the Company does not consummate an initial business combination by December 17, 2023, the Loan will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If at any time the Board of Directors determines that the Company will not be able to consummate an initial business combination by December 17, 2023 and that the Company shall instead liquidate, the Sponsor’s obligation to continue to make contributions shall cease immediately upon such determination. An initial amount of $350,000 was drawn down from the Loan on March 17, 2023 for the first Extension Contribution, and an additional $1,050,000 and $2,100,000 was drawn down in the three months and nine months ended September 30, 2023, respectively for three and six further Extension Contributions, respectively. In addition, $865,000 was drawn in order to fund the working capital requirements of the Company in three tranches of $250,000 in April 2023, $350,000 in May 2023 and $265,000 in July. The total amount outstanding under the Loans entered into on March 7, 2023 and July 6, 2023 described above and any other Working Capital Loans as of September 30, 2023 was $3,315,000. There was no amount outstanding under any Working Capital Loans as of December 31, 2022. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7—Class A Ordinary Shares Subject to Possible Redemption Class A Ordinary Shares— On March 14, 2023 at the Extraordinary General Meeting, holders of Public Shares were afforded the opportunity to require the Company to redeem their public shares for their pro rate share of the Trust Account. 15,494,333 out of 34,500,000 Public Shares were redeemed at a redemption price of approximately $10.43 per share, leaving 19,005,667 Public Shares remaining outstanding. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 8—Shareholders’ Deficit Preference Shares Class B Ordinary Shares Holders of Ordinary Shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law. Class B ordinary shares (the Founder Shares) will convert into Class A ordinary shares following the consummation of the initial Business Combination on a one-for-one as-converted |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Liabilities | Note 9—Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. 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 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 any Class A ordinary shares upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th 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, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading three If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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 based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the Reference Value (as defined above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, 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 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 consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable The Company accounts for the 33,950,000 warrants issued in connection with the IPO (including 17,250,000 Public Warrants and 16,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 10—Commitments & Contingencies Registration Rights The holders of the Founder Shares and Private Placement Warrants (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights and shareholder agreement to be signed prior to or on the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were granted the option to purchase up to 4,500,000 additional units at the IPO price of $10.00 within 45 days of the consummation of the IPO. The underwriters fully exercised this option at the time of the IPO. The underwriters earned a cash underwriting discount of $0.20 per Unit, or $6,900,000 in the aggregate, which was paid upon the closing of the IPO. In addition, the underwriter will be entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate. The deferred fee will become payable to the underwriter 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. Legal Fees The Company has an agreement in place whereby if its legal counsel assists in the Business Combination efforts and the Business Combination is successful, it could receive up to $893,755 (the “Success Fee”). The Success Fee will only become due and payable in the event of a successful Business Combination. In accordance with ASC 805, Business Combinations, this fee will not be recorded until such time as a Business Combination is consummated. Consulting Agreements In April 2023, the Company entered into two agreements with each of the IPO underwriters, each to act as a capital markets advisor and as a placement agent in relation to the Business Combination. On June 9, 2023, the Company terminated the two engagement letters with one of the IPO underwriters, and such termination nullified the Company’s obligation to pay any fees under such agreements. With respect to the other IPO underwriter, as compensation for their services, half of a placement fee of 3.0% of the gross proceeds of securities sold in the placement will be paid to the agent upon consummation of the placement (the “Placement Fee”) and $4,000,000 will be paid to the agent upon consummation of the Business Combination (the “Transaction Fee”). The Placement Fee and the Transaction fee will only become payable in the event the placement and the Business Combination are consummated, respectively, and as such nothing will be recorded until that time. In June 2023, the Company entered into an agreement with a third-party consultant to provide advisory services in relation to the Business Combination. As compensation for those services, an advisory fee of $2,000,000 is payable in the event the transaction is consummated (the “Advisory Fee”). This fee will only become payable in the event the Business Combination is consummated and as such nothing will be recorded until that time. Additionally, the agent and the consultant are eligible to be reimbursed in the aggregate up to $500,000 in expenses in the event the Business Combination is not consummated and $1,000,000 in the event it is consummated. As of September 30, 2023, approximately $1,161,000 has been incurred by the third parties. As the Business Combination is not yet considered probable, $500,000 of the approximately $1,161,000 is accrued in the Accounts Payable and Accrued Expenses line on the balance sheet. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 11—Recurring Fair Value Measurements The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2023 and December 31, 2022: As of September 30, 2023 (Level 1) (Level 2) (Level 3) Assets Marketable securities held in Trust Account $ 206,459,256 $ — $ — Liabilities Public Warrants 5,135,000 — — Private Placement Warrants — — 4,974,000 Total $ 211,594,256 $ — $ 4,974,000 As of December 31, 2022 (Level 1) (Level 2) (Level 3) Assets Marketable securities held in Trust Account $ 356,976,644 $ — $ — Liabilities Public Warrants 776,250 — — Private Placement Warrants — — 776,000 Total $ 357,752,894 $ — $ 776,000 Marketable Securities held in Trust Account As of September 30, 2023, the assets held in the Trust Account were held in a money market mutual fund. During the period from March 22, 2021 (inception) through September 30, 2023, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The composition of the Company’s fair value of held to maturity securities on September 30, 2023 and December 31, 2022 is as follows: Fair Value as of September 30, Fair Value as of December 31, 2022 Money Market Mutual Fund $ 206,459,256 $ 356,976,644 $ 206,459,256 $ 356,976,644 Warrant Liabilities As of September 30, 2023, the Company’s warrant liabilities were valued at $ 815-40, re-measurement re-measurement, The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liabilities is classified within Level 3 of the fair value hierarchy. The Company established the initial fair value for the warrants on December 17, 2021, the date of the consummation of the Company’s IPO. The fair value of the Public Warrants and the Private Placement Warrants were measured using a Monte Carlo simulation model. The estimated fair value of the Public Warrants and the Private Placement Warrants were determined using Level 3 inputs. The Monte Carlo simulation utilizes certain known inputs such as the Company’s stock price, the warrant exercise price, the time to expiration and the fact that there is a call condition. The risk-free interest rate is based on the U.S. Treasury curve. The expected life of the instruments are assumed to be equivalent to their remaining contractual term plus the amount of time assumed to consummate a Business Combination. Additionally, inherent in a Monte Carlo simulation model is an assumption related to the unknown expected share-price volatility. The Company estimates the implied volatility of its warrants based on the volatility required to produce a model price equal to the market price for the Company’s Public Warrants. The following table presents a summary of the changes in the fair value of the Warrants liabilities classified as Level 3, measured on a recurring basis. Private Warrant Liability Fair Value as of December 31, 2022 776,000 Change in fair value 1,064,340 Fair value as of March 31, 2023 $ 1,840,340 Change in fair value 1,617,660 Fair value as of June 30, 2023 $ 3,458,000 Change 1,516,000 Fair value as of September 30, 2023 $ 4,974,000 The following table provides the significant inputs into the Monte Carlo method for the fair value of the Public and Private Warrants: Input 9/30/2023 12/31/2022 Share price $ 10.88 $ 10.30 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 4.60 % 3.99 % Volatility 60.02 % 10.70 % Term (in years) 5.31 5.29 Dividend yield — % — % Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The Public Warrants underlying the units sold in the IPO began separately trading on February 3, 2022 and as such were reclassified to Level 1 in the quarter ended March 31, 2022. There were no other transfers in or out of Level 3 from other levels in the fair value hierarchy for the three months ended September 30, 2023. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12—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 on this review, the Company did not identify any subsequent events, other than those detailed below, that would have required adjustment or disclosure in the financial statement. In October the Company drew down an additional $385,000 comprised of $350,000 for the October Extension payment and $35,000 for working capital purposes. This left the total $3,700,000 from the Loans entered into on March 7, 2023 and July 6, 2023 to the Company fully drawn. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10- |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Start-ups 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 these 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed 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 highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, and short-term debentures, with original periods to maturity not exceeding three months, to be cash equivalents. The Company had cash of $31,052 and $479,009 as of September 30, 2023 and December 31, 2022. The Company had no cash equivalents as of September 30, 2023 and December 31, 2022. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account Investments in money market funds are recognized at fair value and 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 marketable securities held in the Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account consisted of cash and money market mutual funds in the amount of $206,459,256 and $356,976,644, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Offering Costs Associated with Initial Public Offering | Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 one-half |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company’s statements of operations include a presentation of net income (loss) per share for ordinary shares subject to possible redemption and applies the two-class pro- non-redeemable pro-rata non-redeemable The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the three months ended September 30, 2023 September 30, 2022 Redeemable Class A ordinary shares Non- Redeemable Class B ordinary shares Redeemable Class A ordinary shares Non- Redeemable Class B ordinary shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (1,174,293 ) $ (532,908 ) $ 2,235,732 $ 558,933 Denominator: Weighted-average shares outstanding 19,005,667 8,625,000 34,500,000 8,625,000 Basic and diluted net income (loss) per share $ (0.06 ) $ (0.06 ) $ 0.06 $ 0.06 For the nine months ended September 30, 2023 September 30, 2022 Redeemable Class A ordinary shares Non- Redeemable Class B ordinary shares Redeemable Class A ordinary shares Non- Redeemable Class B ordinary shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (5,501,135 ) $ (2,075,100 ) $ 19,143,250 $ 4,785,812 Denominator: Weighted-average shares outstanding 22,865,061 8,625,000 34,500,000 8,625,000 Basic and diluted net income (loss) per share $ (0.24 ) $ (0.24 ) $ 0.55 $ 0.55 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. 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. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at or non-current based not net-cash settlement The 33,950,000 warrants issued in connection with the Initial Public Offering and the Private Placement (including the 17,250,000 Public Warrants included in the Units and the 16,700,000 Private Placement Warrants) were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at as non-current liabilities |
Ordinary Shares Subject to Possible Redemption | 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 feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 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 sheet. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: September 30, 2023 December 31, 2022 As of beginning of the period $ 356,976,644 $ 351,900,000 Less: Redemptions as a result of Extraordinary General Meeting (161,606,370 ) Plus: Extension Contribution 2,450,000 — Remeasurement of carrying value to redemption value 8,638,982 5,076,644 Class A ordinary shares subject to possible redemption $ 206,459,256 $ 356,976,644 |
Income taxes | Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023, there were no unrecognized tax benefits, and no amounts were accrued for the payment of interest and penalties. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20, No. 2020-06, No. 2020-06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Basic And Diluted Net Income Per Ordinary Share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the three months ended September 30, 2023 September 30, 2022 Redeemable Class A ordinary shares Non- Redeemable Class B ordinary shares Redeemable Class A ordinary shares Non- Redeemable Class B ordinary shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (1,174,293 ) $ (532,908 ) $ 2,235,732 $ 558,933 Denominator: Weighted-average shares outstanding 19,005,667 8,625,000 34,500,000 8,625,000 Basic and diluted net income (loss) per share $ (0.06 ) $ (0.06 ) $ 0.06 $ 0.06 For the nine months ended September 30, 2023 September 30, 2022 Redeemable Class A ordinary shares Non- Redeemable Class B ordinary shares Redeemable Class A ordinary shares Non- Redeemable Class B ordinary shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (5,501,135 ) $ (2,075,100 ) $ 19,143,250 $ 4,785,812 Denominator: Weighted-average shares outstanding 22,865,061 8,625,000 34,500,000 8,625,000 Basic and diluted net income (loss) per share $ (0.24 ) $ (0.24 ) $ 0.55 $ 0.55 |
Summary of Class A Ordinary Shares Subject To Possible Redemption | As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: September 30, 2023 December 31, 2022 As of beginning of the period $ 356,976,644 $ 351,900,000 Less: Redemptions as a result of Extraordinary General Meeting (161,606,370 ) Plus: Extension Contribution 2,450,000 — Remeasurement of carrying value to redemption value 8,638,982 5,076,644 Class A ordinary shares subject to possible redemption $ 206,459,256 $ 356,976,644 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Assets and Liabilities | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2023 and December 31, 2022: As of September 30, 2023 (Level 1) (Level 2) (Level 3) Assets Marketable securities held in Trust Account $ 206,459,256 $ — $ — Liabilities Public Warrants 5,135,000 — — Private Placement Warrants — — 4,974,000 Total $ 211,594,256 $ — $ 4,974,000 As of December 31, 2022 (Level 1) (Level 2) (Level 3) Assets Marketable securities held in Trust Account $ 356,976,644 $ — $ — Liabilities Public Warrants 776,250 — — Private Placement Warrants — — 776,000 Total $ 357,752,894 $ — $ 776,000 |
Summary of Fair Value of Held To Maturity Securities | The composition of the Company’s fair value of held to maturity securities on September 30, 2023 and December 31, 2022 is as follows: Fair Value as of September 30, Fair Value as of December 31, 2022 Money Market Mutual Fund $ 206,459,256 $ 356,976,644 $ 206,459,256 $ 356,976,644 |
Summary of Fair Value of Warrants Liabilities | The following table presents a summary of the changes in the fair value of the Warrants liabilities classified as Level 3, measured on a recurring basis. Private Warrant Liability Fair Value as of December 31, 2022 776,000 Change in fair value 1,064,340 Fair value as of March 31, 2023 $ 1,840,340 Change in fair value 1,617,660 Fair value as of June 30, 2023 $ 3,458,000 Change 1,516,000 Fair value as of September 30, 2023 $ 4,974,000 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides the significant inputs into the Monte Carlo method for the fair value of the Public and Private Warrants: Input 9/30/2023 12/31/2022 Share price $ 10.88 $ 10.30 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 4.60 % 3.99 % Volatility 60.02 % 10.70 % Term (in years) 5.31 5.29 Dividend yield — % — % |
Organization and Business Ope_2
Organization and Business Operation - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||||||
Mar. 14, 2023 | Dec. 17, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 06, 2023 | Mar. 17, 2023 | Mar. 07, 2023 | Feb. 22, 2023 | Dec. 31, 2022 | |
Organization And Plan Of Operation [Line Items] | |||||||||
Entity Incorporation, Date of Incorporation | Mar. 22, 2021 | ||||||||
Class of warrants and rights issued during the period | 33,950,000 | ||||||||
Restricted investments term | 185 days | ||||||||
Due from Banks | $ 31,052 | ||||||||
Working capital (deficit) | 10,324,047 | ||||||||
Working capital loans | $ 0 | ||||||||
Percentage of public shares aggregate to redeeming restriction | 15% | ||||||||
Assets held-in-trust | $ 198,200,000 | 206,459,256 | $ 356,976,644 | ||||||
Net Tangible Asset | 5,000,001 | ||||||||
Percentage of outstanding shares | 79.10% | ||||||||
Extension Contribution | 2,450,000 | $ 0 | |||||||
Outstanding loans | 3,315,000 | $ 350,000 | |||||||
Unsecured Debt [Member] | |||||||||
Organization And Plan Of Operation [Line Items] | |||||||||
Unsecured loan, principal amount | $ 1,700,000 | ||||||||
Interest Income [Member] | |||||||||
Organization And Plan Of Operation [Line Items] | |||||||||
Interest receivable on investments held in trust account | 8,638,982 | ||||||||
Private Placement Warrants [Member] | |||||||||
Organization And Plan Of Operation [Line Items] | |||||||||
Class of warrants and rights issued during the period | 16,700,000 | ||||||||
Sponsor [Member] | |||||||||
Organization And Plan Of Operation [Line Items] | |||||||||
Outstanding loans | $ 1,050,000 | ||||||||
Contribution to trust account made by the sponsor | $ 350,000 | ||||||||
Share price | $ 0.03 | ||||||||
Sponsor [Member] | Unsecured Debt [Member] | |||||||||
Organization And Plan Of Operation [Line Items] | |||||||||
Debt Instrument Face Amount | $ 3,700,000 | ||||||||
Sponsor [Member] | Convertible Unsecured Loan [Member] | |||||||||
Organization And Plan Of Operation [Line Items] | |||||||||
Debt Instrument Face Amount | $ 2,000,000 | ||||||||
Debt instrument conversion price | $ 1 | ||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||
Organization And Plan Of Operation [Line Items] | |||||||||
Class of warrants and rights issued during the period | 16,700,000 | ||||||||
Class of warrants and rights issued price per warrant | $ 1 | ||||||||
Proceeds from Issuance of Private Placement | $ 16,700,000 | ||||||||
Common Class A [Member] | |||||||||
Organization And Plan Of Operation [Line Items] | |||||||||
Temporary Equity Shares Outstanding | 34,500,000 | 19,005,667 | 34,500,000 | ||||||
Temproary equity redemption price, per share | $ 10.43 | $ 10.86 | $ 10.35 | ||||||
Common stockShares Outstanding | 19,005,667 | 0 | 0 | ||||||
Cash Withdrawn from Trust Account for Redemption Of Temporary Equity | $ 161,600,000 | ||||||||
Common Class A [Member] | Extension Amendment Proposal [Member] | |||||||||
Organization And Plan Of Operation [Line Items] | |||||||||
Temporary Equity Shares Outstanding | 15,494,333 | ||||||||
Common Class A [Member] | IPO [Member] | |||||||||
Organization And Plan Of Operation [Line Items] | |||||||||
Stock shares issued during the period shares | 34,500,000 | ||||||||
Shares Issued, Price Per Share | $ 10 | ||||||||
Proceeds from Issuance Initial Public Offering | $ 345,000,000 | ||||||||
Per share value of restricted investments | $ 10.2 | ||||||||
Common Class A [Member] | IPO [Member] | Maximum [Member] | |||||||||
Organization And Plan Of Operation [Line Items] | |||||||||
Initial investment held in the trust account | $ 351,900,000 | ||||||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||||||
Organization And Plan Of Operation [Line Items] | |||||||||
Stock shares issued during the period shares | 4,500,000 | ||||||||
Common Class A and B [Member] | |||||||||
Organization And Plan Of Operation [Line Items] | |||||||||
Common stockShares Outstanding | 34,372,929 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | |||
Dec. 17, 2021 | Sep. 30, 2023 | Mar. 14, 2023 | Dec. 31, 2022 | |
Cash | $ 31,052 | $ 479,009 | ||
Cash Equivalents | 0 | 0 | ||
Cash, FDIC Insured Amount | 250,000 | |||
Accumulated deficit | (32,508,910) | (13,843,693) | ||
Marketable securities held in Trust Account | 206,459,256 | $ 198,200,000 | $ 356,976,644 | |
Accrued for interest and penalties | $ 0 | |||
Effective Income Tax Rate Reconciliation, Percent | 50% | |||
Unrecognized Tax Benefits | $ 0 | |||
Class of warrant or right, outstanding | 33,950,000 | |||
Other Offering Cost Adjustments | $ 94,443 | |||
Private Placement Warrants [Member] | ||||
Class of warrant or right, outstanding | 16,700,000 | |||
Public Warrants [Member] | ||||
Class of warrant or right, outstanding | 17,250,000 | |||
IPO And Private Placement [Member] | Warrant [Member] | ||||
Offering costs | 20,078,227 | |||
Underwriting fee | 6,900,000 | |||
Accumulated deficit | 854,057 | |||
Deferred underwriting fee | 12,075,000 | |||
Other offering costs | $ 1,103,227 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Basic And Diluted Net Income Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable Class A ordinary shares [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ (1,174,293) | $ 2,235,732 | $ (5,501,135) | $ 19,143,250 |
Denominator: | ||||
Weighted-average shares outstanding, Basic | 19,005,667 | 34,500,000 | 22,865,061 | 34,500,000 |
Weighted-average shares outstanding, Diluted | 19,005,667 | 34,500,000 | 22,865,061 | 34,500,000 |
Basic net income (loss) per share , Basic | $ (0.06) | $ 0.06 | $ (0.24) | $ 0.55 |
Diluted net income (loss) per share, Diluted | $ (0.06) | $ 0.06 | $ (0.24) | $ 0.55 |
Non-Redeemable Class B ordinary shares [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ (532,908) | $ 558,933 | $ (2,075,100) | $ 4,785,812 |
Denominator: | ||||
Weighted-average shares outstanding, Basic | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 |
Weighted-average shares outstanding, Diluted | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 |
Basic net income (loss) per share , Basic | $ (0.06) | $ 0.06 | $ (0.24) | $ 0.55 |
Diluted net income (loss) per share, Diluted | $ (0.06) | $ 0.06 | $ (0.24) | $ 0.55 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Class A Ordinary Shares Subject To Possible Redemption (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Plus: | |||
Extension Contribution | $ 2,450,000 | $ 0 | |
Class A Common Stock Subject To Possible Redemption [Member] | |||
As of beginning of the period | 356,976,644 | $ 351,900,000 | $ 351,900,000 |
Less: | |||
Redemptions as a result of Extraordinary General Meeting | (161,606,370) | ||
Plus: | |||
Extension Contribution | 2,450,000 | 0 | |
Remeasurement of carrying value to redemption value | 8,638,982 | 5,076,644 | |
Class A ordinary shares subject to possible redemption | $ 206,459,256 | $ 356,976,644 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 17, 2021 | Sep. 30, 2023 | Dec. 31, 2022 |
Initial Public Offering [Line Items] | |||
Accumulated deficit | $ (32,508,910) | $ (13,843,693) | |
IPO And Private Placement [Member] | Warrant [Member] | |||
Initial Public Offering [Line Items] | |||
Additional Paid-in Capital | $ 19,224,170 | ||
Offering costs | 20,078,227 | ||
Underwriting fee | 6,900,000 | ||
Deferred underwriting fee | 12,075,000 | ||
Other offering costs | 1,103,227 | ||
Accumulated deficit | $ 854,057 | ||
Common Class A [Member] | IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Stock shares issued during the period shares | 34,500,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Per share value of restricted investments | $ 10.2 | ||
Common Class A [Member] | IPO [Member] | Maximum [Member] | |||
Initial Public Offering [Line Items] | |||
Payment to acquire restricted investments | $ 351,900,000 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Initial Public Offering [Line Items] | |||
Stock shares issued during the period shares | 4,500,000 | ||
Public Warrants [Member] | Common Class A [Member] | |||
Initial Public Offering [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 |
Potential Business Combinatio_2
Potential Business Combination Agreement - Additional information (Detail) - USD ($) | Apr. 25, 2023 | Sep. 30, 2023 |
Business Acquisition [Line Items] | ||
Cash Receivable Upon Business Combination Transaction | $ 10,000,000 | |
Percentage of shares issued and outstanding | 97% | |
Number Of Trading Days For Determining The Share Price | 20 days | |
Number Of Consecutive Trading Days For Determining The Share Price | 30 days | |
Class of Warrant or Right, Outstanding | 33,950,000 | |
Pubco Ordinary Shares [Member] | ||
Business Acquisition [Line Items] | ||
Shares, Issued | 23,577,550 | |
Additional Shares Issued | 1,277,550 | |
Share Price | $ 12 | |
Business Combination Agreement [Member] | ||
Business Acquisition [Line Items] | ||
Cash Receivable Upon Business Combination Transaction | $ 10,000,000 | |
Sponsor Support Agreement [Member] | ||
Business Acquisition [Line Items] | ||
Percentage Of Shares Held By Subsidiary | 50% | |
Maximum Amount Payable To Purchase Private Placement Securities | $ 50,000,000 | |
Common Stock, Value, Issued | $ 0 | |
Common Stock, Shares, Outstanding | 2,555,100 | |
Class of Warrant or Right, Outstanding | 2,050,000 | |
Expenses Reimbursable | $ 20,000,000 |
Private Placement Warrants - Ad
Private Placement Warrants - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Dec. 17, 2021 | Sep. 30, 2023 | |
Private Placement Warrants [Line Items] | ||
Class of warrants and rights issued during the period | 33,950,000 | |
Private Placement [Member] | Common Class A [Member] | ||
Private Placement Warrants [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | |
Private Placement [Member] | Sponsor [Member] | ||
Private Placement Warrants [Line Items] | ||
Class of warrants and rights issued during the period | 16,700,000 | |
Class of warrants and rights issued price per warrant | $ 1 | |
Proceeds from Issuance of Private Placement | $ 16,700,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||||||||
Nov. 03, 2021 | Apr. 01, 2021 | Sep. 30, 2023 | Jul. 31, 2023 | Jul. 06, 2023 | May 31, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Mar. 17, 2023 | Mar. 14, 2023 | Mar. 07, 2023 | |
Related Party Transaction [Line Items] | |||||||||||
Threshold consecutive trading days | 30 days | ||||||||||
Outstanding loans | $ 3,315,000 | $ 350,000 | |||||||||
Unsecured Debt [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Unsecured loan, principal amount | $ 1,700,000 | ||||||||||
Loans Payable [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Outstanding loans | $ 2,100,000 | ||||||||||
Working Capital Loans [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Outstanding loans | $ 3,315,000 | ||||||||||
Sponsor and Directors and Executive Officers [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||||||
Share price | $ 12 | ||||||||||
Threshold trading days | 20 days | ||||||||||
Threshold consecutive trading days | 30 days | ||||||||||
Threshold Period After Business Combination in Which Specified Trading Days Within Any Specified Trading Day Period Commences | 120 days | ||||||||||
Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price | $ 0.03 | ||||||||||
Outstanding loans | $ 1,050,000 | ||||||||||
Sponsor [Member] | Unsecured Debt [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face value | $ 3,700,000 | ||||||||||
Sponsor [Member] | Convertible Unsecured Loan [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face value | $ 2,000,000 | ||||||||||
Debt instrument conversion price per share | $ 1 | ||||||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Working capital loans convertible into warrants | $ 2,000,000 | ||||||||||
Debt instrument conversion price per share | $ 1 | ||||||||||
Outstanding loans | $ 865,000 | $ 265,000 | $ 350,000 | $ 250,000 | |||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period value shares for services | 8,625,000 | ||||||||||
Stock issued during period value issued for services | $ 25,000 | ||||||||||
Common Class B [Member] | Transfer of Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of stock price per share | $ 0.12 | ||||||||||
Common stock excess fair value of shares issued over the nominal purchase price | $ 5,292,600 | ||||||||||
Common Class B [Member] | Baroness Ruby McGregor Smith [Member] | Transfer of Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares transferred during period | 718,750 | ||||||||||
Common Class B [Member] | Peter McKellar [Member] | Transfer of Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares transferred during period | 479,167 | ||||||||||
Common Class B [Member] | Pam Jackson [Member] | Transfer of Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares transferred during period | 30,000 | ||||||||||
Common Class B [Member] | Laurence Ponchaut [Member] | Transfer of Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares transferred during period | 30,000 | ||||||||||
Common Class B [Member] | Adah Almutairi [Member] | Transfer of Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares transferred during period | 30,000 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Mar. 14, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | |
Common Stock, Shares, Issued | 0 | 0 | |
Common Stock, Shares, Outstanding | 19,005,667 | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common stock, Voting Rights | one vote | one vote | |
Temporary Equity, Shares Outstanding | 34,500,000 | 19,005,667 | 34,500,000 |
Stock issued during period, stock options exercised | 15,494,333 | ||
Temporary Equity, Redemption Price Per Share | $ 10.43 | $ 10.86 | $ 10.35 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 9 Months Ended | ||
Sep. 30, 2023 | Mar. 14, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Threshold consecutive trading days | 30 days | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | |
Common Stock ,Shares Issued | 0 | 0 | |
Common stock, Shares Outstanding | 0 | 19,005,667 | 0 |
Common Class A [Member] | Conversion of Class B Common Stock to Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock conversion basis on consummation of the initial business combination | one-for-one | ||
Threshold trading days | 10 days | ||
Threshold consecutive trading days | 15 days | ||
Share price | $ 12 | ||
Percentage of common stock outstanding | 20% | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 40,000,000 | 40,000,000 | |
Common Stock ,Shares Issued | 8,625,000 | 8,625,000 | |
Common stock, Shares Outstanding | 8,625,000 | 8,625,000 | |
Common Class B [Member] | Conversion of Class B Common Stock to Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Percentage of stock conversion on consummation of the initial business combination | 50% | ||
Percentage of conversion on post consummation of business combination | 50% |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Dec. 17, 2021 | Sep. 30, 2023 | |
Class of Warrant or Right [Line Items] | ||
Threshold consecutive trading days | 30 days | |
Adjustment of exercise price of warrants based on market value and newly issued price | 115% | |
Class of warrants and rights issued during the period | 33,950,000 | |
Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Percentage of consideration receivable in successor entity equity | 70% | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Period to exercise warrants after business combination | 30 days | |
Period to file registration statement after Business Combination | 20 days | |
Period for registration statement to become effective | 60 days | |
Percentage of gross proceeds on total equity proceeds | 60% | |
Threshold trading days determining volume weighted average price | 20 days | |
Class of warrants and rights issued during the period | 17,250,000 | |
Public Warrants [Member] | Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Threshold issue price per share | $ 9.2 | |
Public Warrants [Member] | Exceeds $18.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption price | $ 0.01 | |
Minimum notice period for redemption of warrants | 30 days | |
Share price | $ 18 | |
Threshold trading days | 20 days | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | |
Stock price trigger for redemption of public warrants | $ 18 | |
Adjustment of redemption price of stock based on market value and newly issued price | 180 | |
Public Warrants [Member] | Exceeds $10.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption price | $ 0.1 | |
Minimum notice period for redemption of warrants | 30 days | |
Share price | $ 10 | |
Stock price trigger for redemption of public warrants | 10 | |
Adjustment of redemption price of stock based on market value and newly issued price | $ 100 | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Period to exercise warrants after business combination | 30 days | |
Class of warrants and rights issued during the period | 16,700,000 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Jun. 09, 2023 | Dec. 17, 2021 | Jun. 30, 2023 | Sep. 30, 2023 | |
Other Commitments [Line Items] | ||||
Business Combination Legal Success Fee Payable | $ 893,755 | |||
Business Combination Not Consummated [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||
Other Commitments [Line Items] | ||||
Reimbursement of expenses payable | 500,000 | |||
Underwriting Agreement [Member] | ||||
Other Commitments [Line Items] | ||||
Transaction Fees for business consummation | $ 4,000,000 | |||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||||
Other Commitments [Line Items] | ||||
Common stock shares subscribed but unissued | 4,500,000 | |||
Shares Issued, Price Per Share | $ 10 | |||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |||
Cash underwriting discount per unit | $ 0.2 | |||
Payment of cash underwriting discount | $ 6,900,000 | |||
Deferred underwriting discount per unit | $ 0.35 | |||
Underwriting discount incurred but not paid | $ 12,075,000 | |||
Consulting Agreements [Member] | ||||
Other Commitments [Line Items] | ||||
Percentage of gross proceeds of securities sold to pay placement fee to agent | 3% | |||
Advisory fee in relation to business combination | $ 2,000,000 | |||
Actual expenses incurred by the agent and consultant | $ 1,161,000 | |||
Consulting Agreements [Member] | Business Combination Not Consummated [Member] | ||||
Other Commitments [Line Items] | ||||
Maximum reimbursement of expenses | 500,000 | |||
Consulting Agreements [Member] | Business Combination Consummated [Member] | ||||
Other Commitments [Line Items] | ||||
Maximum reimbursement of expenses | $ 1,000,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Summary of Fair Value Assets and Liabilities (Detail) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Marketable securities held in Trust Account | $ 206,459,256 | $ 356,976,644 |
Liabilities | ||
Derivative Liability | 10,109,000 | |
Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Marketable securities held in Trust Account | 206,459,256 | 356,976,644 |
Liabilities | ||
Total | 211,594,256 | 357,752,894 |
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||
Liabilities | ||
Derivative Liability | $ 5,135,000 | $ 776,250 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | Derivative Liability, Noncurrent |
Recurring [Member] | Level 1 [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Derivative Liability | $ 0 | $ 0 |
Recurring [Member] | Level 2 [Member] | ||
Assets | ||
Marketable securities held in Trust Account | 0 | 0 |
Liabilities | ||
Total | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Public Warrants [Member] | ||
Liabilities | ||
Derivative Liability | $ 0 | $ 0 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | Derivative Liability, Noncurrent |
Recurring [Member] | Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Derivative Liability | $ 0 | $ 0 |
Recurring [Member] | Level 3 [Member] | ||
Assets | ||
Marketable securities held in Trust Account | 0 | 0 |
Liabilities | ||
Total | 4,974,000 | 776,000 |
Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | ||
Liabilities | ||
Derivative Liability | $ 0 | $ 0 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | Derivative Liability, Noncurrent |
Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Derivative Liability | $ 4,974,000 | $ 776,000 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Summary of Fair Value of Held To Maturity Securities (Detail) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair value | $ 206,459,256 | $ 356,976,644 |
Money Market Mutual Fund [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair value | $ 206,459,256 | $ 356,976,644 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Summary of Fair Value of Warrants Liabilities (Detail) - Private Placement Warrants [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value beginning balance | $ 3,458,000 | $ 1,840,340 | $ 776,000 | $ 776,000 |
Change in fair value | 1,516,000 | 1,617,660 | 1,064,340 | |
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | |||
Fair value ending balance | $ 4,974,000 | $ 3,458,000 | $ 1,840,340 | $ 4,974,000 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Level 3 [Member] | Sep. 30, 2023 yr | Dec. 31, 2022 yr |
Share price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 10.88 | 10.3 |
Exercise price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 11.5 | 11.5 |
Risk-free rate of interest [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 4.6 | 3.99 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 60.02 | 10.7 |
Term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 5.31 | 5.29 |
Dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 0 | 0 |
Recurring Fair Value Measurem_7
Recurring Fair Value Measurements - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Warrant liabilities | $ 10,109,000 |
FairValue Derivative Asset Liability Measured On Recurring , Transfers Net | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Oct. 31, 2023 | Sep. 30, 2023 | Mar. 17, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||||
Outstanding loans | $ 3,315,000 | $ 350,000 | ||
Working Capital Loans | $ 0 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument face value | $ 3,700,000 | |||
Outstanding loans | 350,000 | |||
Long-Term Debt | 385,000 | |||
Working Capital Loans | $ 35,000 |