Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 18, 2023 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Entity File Number | 001-40953 | |
Entity Registrant Name | Iconic Sports Acquisition Corp. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1596288 | |
Entity Address, Address Line One | 190 Elgin Avenue | |
Entity Address, City or Town | George Town | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-9008 | |
City Area Code | 44 | |
Local Phone Number | (0) 2703 93702 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001858351 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Document Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | ICNC.U | |
Security Exchange Name | NYSE | |
Class A ordinary shares | ||
Document Information | ||
Title of 12(b) Security | Class A ordinary shares included as part of the Units | |
Trading Symbol | ICNC | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 13,370,686 | |
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ||
Document Information | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | ICNC WS | |
Security Exchange Name | NYSE | |
Class B ordinary shares | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 8,625,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 263,158 | $ 599,286 |
Prepaid expenses - current | 95,758 | 142,093 |
Total Current Assets | 358,916 | 741,379 |
Non-current assets | ||
Marketable securities held in Trust Account | 362,538,152 | 358,731,581 |
Total Non-current Assets | 362,538,152 | 358,731,581 |
Total Assets | 362,897,068 | 359,472,960 |
Current liabilities | ||
Accounts payable | 77,508 | 39,911 |
Accrued expenses | 1,432,866 | 1,043,308 |
Accrued offering costs | 66,869 | 66,869 |
Promissory Note - related party | 750,000 | 750,000 |
Total Current Liabilities | 2,327,243 | 1,900,088 |
Non-Current liabilities | ||
Warrant Liability | 5,123,875 | 4,606,400 |
Deferred underwriters fee payable | 10,325,000 | 10,325,000 |
Total Non-current Liabilities | 15,448,875 | 14,931,400 |
Total Liabilities | 17,776,118 | 16,831,488 |
Commitments and Contingencies | ||
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (17,318,065) | (15,990,972) |
Total Shareholders' Deficit | (17,317,202) | (15,990,109) |
TOTAL LIABILITIES, SHAREHOLDERS' DEFICIT AND CLASS A REDEEMABLE SHARES | 362,897,068 | 359,472,960 |
Class A ordinary shares subject to redemption | ||
Non-Current liabilities | ||
Class A ordinary shares subject to possible redemption; $0.0001 par value; 500,000,000 shares authorized; 34,500,000 shares issued and outstanding subject to possible redemption at redemption value of $10.51 and $10.40 as of March 31, 2023 and December 31, 2022, respectively | 362,438,152 | 358,631,581 |
Class B ordinary shares | ||
Shareholders' Deficit | ||
Common stock | $ 863 | $ 863 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, authorized | 500,000,000 | 500,000,000 |
Class A ordinary shares subject to redemption | ||
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 500,000,000 | 500,000,000 |
Temporary equity, shares issued | 34,500,000 | 34,500,000 |
Temporary equity, shares outstanding | 34,500,000 | 34,500,000 |
Temporary equity, redemption price per share | $ 10.51 | $ 10.40 |
Class A common stock not subject to redemption | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, authorized | 500,000,000 | 500,000,000 |
Common shares, issued | 0 | 0 |
Common shares, outstanding | 0 | 0 |
Class B ordinary shares | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, authorized | 50,000,000 | 50,000,000 |
Common shares, issued | 8,625,000 | 8,625,000 |
Common shares, outstanding | 8,625,000 | 8,625,000 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Formation and operating costs | $ 809,618 | $ 417,584 |
Loss from operations | (809,618) | (417,584) |
Other income (expense): | ||
Change in fair value of warrant liability | (517,475) | 9,488,750 |
Dividend income on marketable securities held in Trust Account | 2,431,555 | 0 |
Unrealized gain on marketable securities held in Trust Account | 1,375,016 | 33,621 |
Other expense, net | 3,289,096 | 9,522,371 |
Net income (loss) | $ 2,479,478 | $ 9,104,787 |
Class A ordinary shares | ||
Other income (expense): | ||
Basic weighted average shares outstanding | 34,500,000 | 34,500,000 |
Diluted weighted average shares outstanding | 34,500,000 | 34,500,000 |
Basic net income per share | $ 0.06 | $ 0.21 |
Diluted net income per share | $ 0.05 | $ 0.21 |
Class B ordinary shares | ||
Other income (expense): | ||
Basic weighted average shares outstanding | 8,625,000 | 8,625,000 |
Diluted weighted average shares outstanding | 8,625,000 | 8,625,000 |
Basic net income per share | $ 0.06 | $ 0.21 |
Diluted net income per share | $ 0.05 | $ 0.21 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class A Ordinary Shares Subject to Possible Redemption Common stock | Class A Ordinary Shares Subject to Possible Redemption | Class B Ordinary Shares Common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning (in shares) at Dec. 31, 2021 | 34,500,000 | |||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 8,625,000 | |||||
Balance at the beginning at Dec. 31, 2021 | $ 863 | $ 0 | $ (29,497,245) | $ (29,496,382) | ||
Balance at the beginning at Dec. 31, 2021 | $ 353,625,000 | |||||
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
Net income (loss) | $ 7,283,830 | 9,104,787 | 9,104,787 | |||
Balance at the end at Mar. 31, 2022 | $ 863 | (20,392,458) | (20,391,595) | |||
Balance at the end (in shares) at Mar. 31, 2022 | 8,625,000 | |||||
Balance at the end at Mar. 31, 2022 | $ 353,625,000 | |||||
Balance at the end (in shares) at Mar. 31, 2022 | 34,500,000 | |||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 34,500,000 | |||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 8,625,000 | |||||
Balance at the beginning at Dec. 31, 2021 | $ 863 | 0 | (29,497,245) | (29,496,382) | ||
Balance at the beginning at Dec. 31, 2021 | $ 353,625,000 | |||||
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
Remeasurement of Class A ordinary shares to redemption value | $ (5,006,581) | |||||
Balance at the end at Dec. 31, 2022 | $ 863 | 0 | (15,990,972) | (15,990,109) | ||
Balance at the end (in shares) at Dec. 31, 2022 | 8,625,000 | |||||
Balance at the end at Dec. 31, 2022 | $ 353,631,581 | |||||
Balance at the end (in shares) at Dec. 31, 2022 | 34,500,000 | 34,500,000 | ||||
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
Remeasurement of Class A ordinary shares to redemption value | $ 3,806,571 | $ (3,806,571) | 0 | (3,806,571) | (3,806,571) | |
Net income (loss) | $ 1,983,582 | 0 | 2,479,478 | 2,479,478 | ||
Balance at the end at Mar. 31, 2023 | $ 863 | $ 0 | $ (17,683,065) | $ (17,317,202) | ||
Balance at the end (in shares) at Mar. 31, 2023 | 8,625,000 | |||||
Balance at the end at Mar. 31, 2023 | $ 362,438,152 | |||||
Balance at the end (in shares) at Mar. 31, 2023 | 34,500,000 | 34,500,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 2,479,478 | $ 9,104,787 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Dividend income on marketable securities held in Trust Account | (2,431,555) | 0 |
Unrealized gain on marketable securities held in Trust Account | (1,375,016) | (33,621) |
Change in fair value of warrant liability | 517,475 | (9,488,750) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 46,335 | 115,918 |
Accounts payable | 37,597 | 69,352 |
Accrued expenses | 389,558 | 59,827 |
Accrued offering costs | 0 | (17,427) |
Net cash used in operating activities | (336,128) | (189,914) |
Net Change in Cash | (336,128) | (189,914) |
Cash - Beginning | 599,286 | 923,850 |
Cash - Ending | 263,158 | $ 733,936 |
Supplemental disclosure of non-cash financing activities: | ||
Remeasurement of Class A ordinary shares subject to possible redemption | $ 3,806,571 |
Organization and Plans of Busin
Organization and Plans of Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Plans of Business Operations | |
Organization and Plans of Business Operations | Note 1. Organization and Plans of Business Operations Organization and General Iconic Sports Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 15, 2021. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Sponsor and Initial Financing As of March 31, 2023, the Company had not commenced any operations. All activity through March 31, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statements for the Initial Public Offering were declared effective on October 21, 2021. On October 26, 2021, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 17,025,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement (the “Private Placement”) to Iconic Sports Management LLC (the “Sponsor”), generating gross proceeds of $17,025,000, which is described in Note 4. Transaction costs related to the consummation of the Initial Public Offering on October 26, 2021, amounted to $16,966,617, consisting of $5,900,000 of underwriting discount, $10,325,000 of deferred underwriting fees, and $741,617 of other offering costs. In addition, on October 26, 2021, cash of approximately $2,290,959 was held outside of the Trust Account (as defined below) and was available for the payment of offering costs and for working capital purposes. The Trust Account Following the closing of the Initial Public Offering on October 26, 2021, an amount of $353,625,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. For more information on the intention of the Company to instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account prior to October 26, 2023 and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination and the liquidation of the Company, see “Note 10. Subsequent Events.” The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the Trust Account until the earliest of: (i) the Company’s completion of a Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 21 months from October 26, 2021 (or any extended period of time that the Company may have to complete an initial Business Combination as a result of an amendment to its amended and restated memorandum and articles of association that the Company’s shareholders approved on April 20, 2023) (the “Combination Period”), the closing of the Initial Public Offering (for more information, including on a recent redemption of publicly held shares and related partial liquidation of the Trust Account in connection with the amendment of the Company’s amended and restated memorandum and articles of association, see “ Note 10. Subsequent Events” Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a shareholder meeting called to approve such Business Combination or (ii) by means of a tender offer. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the public shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As a result, shares are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The decision as to whether the Company will seek shareholder approval of a Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, in its sole discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the ordinary shares voted are voted in favor of a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. The Company has until July 26, 2023 to complete its initial Business Combination. If the Company does not complete a Business Combination by such date (or such longer period as provided in the amendment to the Company’s amended and restated memorandum and articles of association that was adopted on April 20, 2023 by the shareholders of the Company (an “Extension Period”)) (for more information, see “ Note 10. Subsequent Events Company’s amended and restated memorandum and articles of association that was adopted on April 20, 2023 by the shareholders of the Company, see “ Note 10. Subsequent Events.” The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) 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 (1) $10.25 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claims of any kind in or to any monies held in the Trust Account. Going Concern As of March 31, 2023, the Company had $263,158 in operating cash and a working capital deficit of $1,968,328. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has until July 26, 2023 or the expiration of an applicable Extension Period to complete its initial Business Combination. The Company will mandatorily liquidate in the event it is unable to complete its initial Business Combination within the time period required by the amended and restated memorandum and articles of association, as amended by the shareholders on April 20, 2023 (for more information, see “ Note 10. Subsequent Events” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2. Summary of 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 and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023 (the “Annual Report”), which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed 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 revenues and 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $263,158 and $599,286 of operating cash as of March 31, 2023 and December 31, 2022, respectively. Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on October 26, 2021, an amount of $353,625,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the Public Shares. As of March 31, 2023, substantially all of the assets held in the Trust Account were held in money market funds which invest in United States Treasury securities. Through March 31, 2023, the Company has not withdrawn any monies from the Trust Account. For more information on the intention of the Company to instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account prior to October 26, 2023 and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination and the liquidation of the Company, see “Note 10. Subsequent Events.” Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on October 26, 2021, offering costs totaling $16,966,617 (consisting of $5,900,000 of underwriting fees, $10,325,000 of deferred underwriting fees, and $741,617 of actual offering costs, with $833,823 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $16,132,794 included in additional paid-in capital. Class A Ordinary shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of March 31, 2023 and December 31, 2022, the Class A ordinary shares, classified as temporary equity in the condensed balance sheets, are reconciled in the following table: Class A ordinary shares subject to possible redemption, December 31, 2021 $ 353,625,000 Re-measurement of Class A ordinary shares subject to possible redemption 5,006,581 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 358,631,581 Re-measurement of Class A ordinary shares subject to possible redemption 3,806,571 Class A ordinary shares subject to possible redemption, March 31, 2023 $ 362,438,152 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at March 31, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,025,000 Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The Company’s statement of operations includes a presentation of net income per ordinary share subject to possible redemption and allocates the net income into the two classes of ordinary shares in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income per ordinary share is calculated by dividing the net income by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Nonredeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of March 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 1,983,582 $ 7,283,830 Net income attributable to Class A ordinary shares subject to possible redemption $ 1,983,582 $ 7,283,830 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 34,500,000 34,500,000 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.06 $ 0.21 Non-Redeemable Class B ordinary shares Numerator: Net income $ 495,896 $ 1,820,957 Net income $ 495,896 $ 1,820,957 Non-redeemable net income Denominator: Weighted average non-redeemable Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 8,625,000 8,625,000 Basic and diluted net income per share, non-redeemable Class B ordinary shares $ 0.06 $ 0.21 Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Warrant Liabilities The Company accounted for the 34,275,000 warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”), which amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3. Initial Public Offering On October 26, 2021, pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares and one -half of one warrant (each whole warrant, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9). An aggregate of $10.25 per Unit sold in the Initial Public Offering was held in the Trust Account and 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 of the Investment Company Act, as determined by the Company. For more information on the intention of the Company to instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account prior to October 26, 2023 and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination and the liquidation of the Company, see “Note 10. Subsequent Events.” |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2023 | |
Private Placement | |
Private Placement | Note 4. Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 17,025,000 Private Placement Warrants at a price of $1.00 per warrant ($17,025,000 in the aggregate) in the Private Placement. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable (except as described in Note 7 below under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 5. Related Party Transactions Founder Shares In April 2021, the Sponsor purchased 8,625,000 Class B ordinary shares of the Company (the “Founder Shares”) for an aggregate purchase price of $25,000. The Sponsor has 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 or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note-Related Party In April 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The Company had borrowed $209,855 under the Promissory Note and repaid the outstanding amount in full on October 26, 2021. As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, certain of the Company’s officers, directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. The number of Working Capital Warrants is calculated as the outstanding principal balance divided by $1.00. The Company notes the fair value of the conversion option is de minimis. As such, as of March 31, 2023 and December 31, 2022, the WC Promissory Note balance was $750,000. Administrative Services Agreement The Company has entered into an agreement with the Sponsor, pursuant to which the Company has agreed to pay the Sponsor a total of $50,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2023, the Company incurred $150,000 of expenses related to the agreement, with $0 outstanding as of March 31, 2023. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Shareholders' Equity | |
Shareholders' Equity | Note 6. Shareholders’ Equity Preference shares The Company is authorized to issue up to 5,000,000 preference shares with a par value of $0.0001 per share. At March 31, 2023 and December 31, 2022, there were no preferred shares issued or outstanding . Class A ordinary shares — Class B ordinary shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Working Capital Warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Warrants | Note 7. Warrants The Company accounts for the 34,275,000 warrants with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The warrants do not meet the criteria to be considered indexed to the Company’s shares due to settlement provisions that result in holders of warrants receiving variable settlement amounts determined by the reference table. Additionally, an event that is not within the entity’s control could require net cash settlement, thus precluding equity classification. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless holders purchase at least two Units, they will not be able to receive or trade a whole warrant. 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 Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares issuable upon exercise of the Public 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 Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a Public Warrant unless the Class A ordinary shares issuable upon such Public 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 Public 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 filed in connection with its initial public offering or a new registration statement covering registration under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public 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 Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, 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 the Class A ordinary share issuable upon exercise of the Public Warrants is not effective by the 60th day after the closing of a Business Combination, Public 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 Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially 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 A ordinary share equals or exceeds $18.00 Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● If the closing price of the Class A Ordinary Shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. 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 Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● 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; and ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30 -trading day period ending three trading days before the Company send the notice of redemption to the warrant holders. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes 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, the $18.00 per share redemption trigger price described above under “- Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Registration rights The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) and certain of our Class A ordinary shares are entitled to registration rights pursuant to a registration rights agreement that was signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised their over-allotment option in full, generating an additional $45,000,000 in gross proceeds. As a result of the over-allotment being exercised in full, the Sponsor did not forfeit any Founder Shares back to the Company. The underwriters were paid a cash underwriting discount of $5,900,000 in the aggregate at the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $10,325,000 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee is payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9. Fair Value Measurements At March 31, 2023 and December 31, 2022, the Company’s warrant liability was valued at $5,123,875 and $4,606,400, respectively. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents fair value information as of March 31, 2023 and December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. 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 Company’s transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement during the period from April 15, 2021 (inception) through December 31, 2021: Private Public Placement Warrant Warrants Warrants Liability Level 3 derivative warrant liabilities as of December 31, 2021 $ — $ 9,939,000 $ 9,939,000 Change in fair value — (7,651,000) (7,651,000) Level 3 derivative warrant liabilities as of December 31, 2022 $ — $ 2,288,000 $ 2,288,000 Change in fair value — 257,000 257,000 Level 3 derivative warrant liabilities as of March 31, 2023 $ — $ 2,545,000 $ 2,545,000 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The 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 at March 31, 2023 and December 31, 2022: March 31, 2023 (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 362,538,152 $ — $ — Liabilities Public Warrants $ 2,578,875 $ — $ — Private Placement Warrants $ — $ — $ 2,545,000 December 31, 2022 (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 358,731,581 $ — $ — Liabilities Public Warrants $ 2,318,400 $ — $ — Private Placement Warrants $ — $ — $ 2,288,000 Measurement The Company established the initial fair value for the warrants on October 26, 2021, the date of the completion of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share and one Based on the applied volatility assumption and the expected term to a business combination noted below, the Company determined that the risk-neutral probability of exceeding the $18.00 redemption value by the start of the exercise period for the Warrants resulted in a nominal difference in value between the Public Warrants and Private Placement Warrants across the valuation dates utilized in the Monte Carlo simulation model. As of March 31, 2023 and December 31, 2022, the fair value of the Private Placement Warrants was determined to be $0.15 and $0.13, respectively, per warrant for an aggregate value of $2,545,000 and $2,288,000, respectively. As of March 31, 2023 and December 31, 2022, the Public Warrants had a stated market value of $0.15 and $0.13, respectively, per warrant for an aggregate value of $2,578,875 and $2,318,400, respectively. The following table presents the changes in the fair value of derivative warrant liabilities from December 31, 2022 through March 31, 2023: Total Private Derivative Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities as of December 31, 2021 $ 10,005,000 $ 9,939,000 $ 19,944,000 Change in fair value (7,686,600) (7,651,000) (15,337,600) Derivative warrant liabilities as of December 31, 2022 $ 2,318,400 $ 2,288,000 $ 4,606,400 Change in fair value 260,475 257,000 517,475 Derivative warrant liabilities as of March 31, 2023 $ 2,578,875 $ 2,545,000 $ 5,123,875 The key inputs into the Black-Scholes simulation model formula were as follows at March 31, 2023 and December 31, 2022: Private Placement Warrants March 31, 2023 December 31, 2022 Input Ordinary share price $ 10.51 $ 10.34 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 3.57 % 3.98 % Volatility 8.06 % 0.23 % Term 5.32 5.32 Warrant to buy one share (adjusted for the probability of dissolution) $ 0.150 $ 0.134 Dividend yield 0.00 % 0.00 % The risk-free interest rate assumption was based on the linearly interpolated Treasury Constant Maturity Rate Curve between five |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 10. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On April 20, 2023, the Company held an extraordinary general meeting of shareholders of Iconic (the “ Extension Meeting Articles Amendment Articles Extension Date “Extension Amendment Proposal” “Redemption Limitation” “Redemption Limitation Amendment Proposal” “Adjournment Proposal” As contemplated by the Company’s amended and restated memorandum and articles of association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the Extension Amendment Proposal. In connection with the Extension Amendment Proposal 21,129,314 Public Shares were redeemed for a price of approximately $10.53 per Public Share, for an aggregate redemption amount of approximately $222,500,140. Following the adoption of the Extension Amendment Proposal, the Company has 13,370,686 Class Class In connection with the adoption of the Extension Amendment Proposal, the Sponsor made an initial deposit of $360,000 into the Trust Account to extend the time period during which the Company may consummate a Business Combination to July 26, 2023. As provided by the amendment to the amended and restated memorandum and articles of association, in the event that the Company has not consummated a Business Combination by July 26, 2023, without approval of Company’s public shareholders, the Company may, by resolution of the board of the Company, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to nine times, each by one nine five In connection with the adoption of the Extension Amendment Proposal, the Company issued a second unsecured convertible promissory note (the “Second Convertible Promissory Note”) to the Sponsor on April 20, 2023, pursuant to which the Company may borrow up to $1,440,000 (the “Second Working Capital Loan”) from the Sponsor for general corporate purposes and the funding of the deposits that the Company is required to make pursuant to its amended and restated memorandum and articles of association (as amended following the adoption of the Extension Amendment Proposal at the Company’s extraordinary general meeting of shareholders on April 20, 2023) and following the request of our Sponsor in connection with an optional monthly extension of the time period during which the Company may consummate a Business Combination. Up to $750,000 of such loan may, at the Sponsor’s discretion, be converted into Working Capital Warrants at a conversion price of $1.00 per warrant, with each Working Capital Warrant entitling the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Initial Public Offering. The Second Working Capital Loan will not bear any interest, and will be repayable by the Company to our sponsor to the extent the Company has funds available outside of the Trust Account and if not converted or repaid on the effective date of a Business Combination. The maturity date of the Second Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Second Convertible Promissory Note). Any Working Capital Warrants issuable upon conversion of the Second Convertible Promissory Note will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. As of the date of this Quarterly Report on Form 10-Q, $360,000 were drawn under the Second Convertible Promissory Note. To mitigate the risk of being viewed as operating an unregistered investment company, the Company also announced that it currently intends, prior to October 26, 2023, to instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination and the liquidation of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
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 and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023 (the “Annual Report”), which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed 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 revenues and 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $263,158 and $599,286 of operating cash as of March 31, 2023 and December 31, 2022, respectively. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on October 26, 2021, an amount of $353,625,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the Public Shares. As of March 31, 2023, substantially all of the assets held in the Trust Account were held in money market funds which invest in United States Treasury securities. Through March 31, 2023, the Company has not withdrawn any monies from the Trust Account. For more information on the intention of the Company to instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account prior to October 26, 2023 and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination and the liquidation of the Company, see “Note 10. Subsequent Events.” |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on October 26, 2021, offering costs totaling $16,966,617 (consisting of $5,900,000 of underwriting fees, $10,325,000 of deferred underwriting fees, and $741,617 of actual offering costs, with $833,823 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $16,132,794 included in additional paid-in capital. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of March 31, 2023 and December 31, 2022, the Class A ordinary shares, classified as temporary equity in the condensed balance sheets, are reconciled in the following table: Class A ordinary shares subject to possible redemption, December 31, 2021 $ 353,625,000 Re-measurement of Class A ordinary shares subject to possible redemption 5,006,581 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 358,631,581 Re-measurement of Class A ordinary shares subject to possible redemption 3,806,571 Class A ordinary shares subject to possible redemption, March 31, 2023 $ 362,438,152 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Income per Ordinary Share | Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at March 31, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,025,000 Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The Company’s statement of operations includes a presentation of net income per ordinary share subject to possible redemption and allocates the net income into the two classes of ordinary shares in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income per ordinary share is calculated by dividing the net income by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Nonredeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of March 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 1,983,582 $ 7,283,830 Net income attributable to Class A ordinary shares subject to possible redemption $ 1,983,582 $ 7,283,830 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 34,500,000 34,500,000 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.06 $ 0.21 Non-Redeemable Class B ordinary shares Numerator: Net income $ 495,896 $ 1,820,957 Net income $ 495,896 $ 1,820,957 Non-redeemable net income Denominator: Weighted average non-redeemable Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 8,625,000 8,625,000 Basic and diluted net income per share, non-redeemable Class B ordinary shares $ 0.06 $ 0.21 |
Related Parties | Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Warrant Liabilities | Warrant Liabilities The Company accounted for the 34,275,000 warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Recent Accounting Standards | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”), which amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of Class A ordinary shares subject to possible redemption | Class A ordinary shares subject to possible redemption, December 31, 2021 $ 353,625,000 Re-measurement of Class A ordinary shares subject to possible redemption 5,006,581 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 358,631,581 Re-measurement of Class A ordinary shares subject to possible redemption 3,806,571 Class A ordinary shares subject to possible redemption, March 31, 2023 $ 362,438,152 |
Schedule of basic and diluted net income per ordinary share | Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 1,983,582 $ 7,283,830 Net income attributable to Class A ordinary shares subject to possible redemption $ 1,983,582 $ 7,283,830 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 34,500,000 34,500,000 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.06 $ 0.21 Non-Redeemable Class B ordinary shares Numerator: Net income $ 495,896 $ 1,820,957 Net income $ 495,896 $ 1,820,957 Non-redeemable net income Denominator: Weighted average non-redeemable Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 8,625,000 8,625,000 Basic and diluted net income per share, non-redeemable Class B ordinary shares $ 0.06 $ 0.21 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Schedule of Level 3 derivative warrant liabilities changes in fair value | Private Public Placement Warrant Warrants Warrants Liability Level 3 derivative warrant liabilities as of December 31, 2021 $ — $ 9,939,000 $ 9,939,000 Change in fair value — (7,651,000) (7,651,000) Level 3 derivative warrant liabilities as of December 31, 2022 $ — $ 2,288,000 $ 2,288,000 Change in fair value — 257,000 257,000 Level 3 derivative warrant liabilities as of March 31, 2023 $ — $ 2,545,000 $ 2,545,000 |
Schedule of company's assets and liabilities that were accounted for at fair value on a recurring basis | March 31, 2023 (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 362,538,152 $ — $ — Liabilities Public Warrants $ 2,578,875 $ — $ — Private Placement Warrants $ — $ — $ 2,545,000 December 31, 2022 (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 358,731,581 $ — $ — Liabilities Public Warrants $ 2,318,400 $ — $ — Private Placement Warrants $ — $ — $ 2,288,000 |
Schedule of changes in the fair value of derivative warrant liabilities | Total Private Derivative Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities as of December 31, 2021 $ 10,005,000 $ 9,939,000 $ 19,944,000 Change in fair value (7,686,600) (7,651,000) (15,337,600) Derivative warrant liabilities as of December 31, 2022 $ 2,318,400 $ 2,288,000 $ 4,606,400 Change in fair value 260,475 257,000 517,475 Derivative warrant liabilities as of March 31, 2023 $ 2,578,875 $ 2,545,000 $ 5,123,875 |
Schedule of key inputs into the Black-Scholes model formula | Private Placement Warrants March 31, 2023 December 31, 2022 Input Ordinary share price $ 10.51 $ 10.34 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 3.57 % 3.98 % Volatility 8.06 % 0.23 % Term 5.32 5.32 Warrant to buy one share (adjusted for the probability of dissolution) $ 0.150 $ 0.134 Dividend yield 0.00 % 0.00 % |
Organization and Plans of Bus_2
Organization and Plans of Business Operations (Details) | 3 Months Ended | |||
Oct. 26, 2021 USD ($) $ / shares shares | Apr. 15, 2021 item | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | |
Organization and Plans of Business Operations | ||||
Condition for future business combination number of businesses minimum | item | 1 | |||
Maximum of aggregate fair market value for future business combination (in percentage) | 80 | |||
Minimum net tangible assets | $ 5,000,001 | |||
Redemption period of business days | 10 days | |||
Maximum interests to pay dissolution expenses | $ 100,000 | |||
Waive of pro-rata portion of the initial deposit into the trust account by sponsor in connection with extension of the termination date | 360,000 | |||
Waive of subsequent monthly deposits by into the trust account in connection with extension of the termination date | $ 120,000 | |||
Amount of funds in the trust account (in per share) | $ / shares | $ 10.25 | |||
Cash | $ 263,158 | $ 599,286 | ||
Working capital deficit | $ 1,968,328 | |||
IPO | ||||
Organization and Plans of Business Operations | ||||
Number of units issued | shares | 34,500,000 | |||
Proceeds from issuance initial public offering | $ 345,000,000 | |||
Sale of private placement warrants (in shares) | shares | 34,275,000 | 34,275,000 | ||
Transaction costs | $ 16,966,617 | |||
Underwriting discount | 5,900,000 | |||
Deferred underwriting fees | 10,325,000 | |||
Other offering costs | 741,617 | |||
Transaction cost included in accumulated deficit | $ 2,290,959 | |||
Extended period for entity to complete business combination | 21 months | |||
Investment of cash into trust account | $ 353,625,000 | |||
Price per unit held in trust account | $ / shares | $ 10.25 | |||
Private placement | ||||
Organization and Plans of Business Operations | ||||
Sale of private placement warrants (in shares) | shares | 17,025,000 | |||
Price of warrant | $ / shares | $ 1 | |||
Proceeds allocated to public warrants | $ 17,025,000 | |||
Over-allotment option | ||||
Organization and Plans of Business Operations | ||||
Number of units issued | shares | 4,500,000 | 4,500,000 | ||
Share price | $ / shares | $ 10 | |||
Proceeds from issuance initial public offering | $ 45,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Oct. 26, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |||
Operating cash | $ 263,158 | $ 599,286 | |
Percentage of shares the company is obligated to redeem without consummating a business combination | 100% | ||
Unrecognized tax benefits | $ 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | ||
Income tax provision | $ 0 | ||
Private Placement Warrants | |||
Summary of Significant Accounting Policies | |||
Number of warrants to purchase shares issued | 17,025,000 | ||
IPO | |||
Summary of Significant Accounting Policies | |||
Investment of cash into trust account | $ 353,625,000 | ||
Number of warrants to purchase shares issued | 34,275,000 | 34,275,000 | |
IPO | Private Placement Warrants | |||
Summary of Significant Accounting Policies | |||
Investment of cash into trust account | $ 353,625,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Offering costs (Details) | Oct. 26, 2021 USD ($) |
IPO | |
Summary of Significant Accounting Policies | |
Offering costs | $ 16,966,617 |
Underwriting fees | 5,900,000 |
Deferred underwriting fees | 10,325,000 |
Actual offering costs | 741,617 |
Transaction cost included in accumulated deficit | 2,290,959 |
Transaction cost included in additional paid in capital | 16,132,794 |
Warrant | |
Summary of Significant Accounting Policies | |
Transaction cost included in accumulated deficit | $ 833,823 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Class A ordinary shares (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |||
Re-measurement on Class A ordinary shares subject to possible redemption amount | $ 3,806,571 | ||
Class A Ordinary Shares Subject to Possible Redemption | |||
Summary of Significant Accounting Policies | |||
Re-measurement on Class A ordinary shares subject to possible redemption amount | 3,806,571 | $ 5,006,581 | |
Class A ordinary shares subject to possible redemption | $ 362,438,152 | $ 358,631,581 | $ 353,625,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Net income per ordinary share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Net income | $ 2,479,478 | $ 9,104,787 |
Class A ordinary shares | ||
Summary of Significant Accounting Policies | ||
Basic weighted average shares outstanding | 34,500,000 | 34,500,000 |
Diluted weighted average shares outstanding | 34,500,000 | 34,500,000 |
Basic net income per share | $ 0.06 | $ 0.21 |
Diluted net income per share | $ 0.05 | $ 0.21 |
Class A Ordinary Shares Subject to Possible Redemption | ||
Summary of Significant Accounting Policies | ||
Net income | $ 1,983,582 | $ 7,283,830 |
Net income attributable to Class A ordinary shares subject to possible redemption | $ 1,983,582 | $ 7,283,830 |
Basic weighted average shares outstanding | 34,500,000 | 34,500,000 |
Diluted weighted average shares outstanding | 34,500,000 | 34,500,000 |
Basic net income per share | $ 0.06 | $ 0.21 |
Diluted net income per share | $ 0.05 | $ 0.21 |
Class B ordinary shares | ||
Summary of Significant Accounting Policies | ||
Basic weighted average shares outstanding | 8,625,000 | 8,625,000 |
Diluted weighted average shares outstanding | 8,625,000 | 8,625,000 |
Basic net income per share | $ 0.06 | $ 0.21 |
Diluted net income per share | $ 0.05 | $ 0.21 |
Non-Redeemable Class B ordinary shares | ||
Summary of Significant Accounting Policies | ||
Net income | $ 495,896 | $ 1,820,957 |
Net income attributable to Class A ordinary shares subject to possible redemption | $ 495,896 | $ 1,820,957 |
Basic weighted average shares outstanding | 8,625,000 | 8,625,000 |
Diluted weighted average shares outstanding | 8,625,000 | 8,625,000 |
Basic net income per share | $ 0.06 | $ 0.21 |
Diluted net income per share | $ 0.05 | $ 0.21 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 3 Months Ended | |
Oct. 26, 2021 | Mar. 31, 2023 | |
Initial Public Offering | ||
Exercise price of warrant | $ 1 | |
IPO | ||
Initial Public Offering | ||
Number of units sold | 34,500,000 | |
Purchase price, per unit | $ 10 | |
IPO | Public Warrants | ||
Initial Public Offering | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.50 | |
Exercise price of warrant | $ 11.50 | |
IPO | Class A ordinary shares | ||
Initial Public Offering | ||
Number of shares in a unit | 1 | |
IPO | Class A ordinary shares | Public Warrants | ||
Initial Public Offering | ||
Number of shares issuable per warrant | 1 | |
Over-allotment option | ||
Initial Public Offering | ||
Number of units sold | 4,500,000 | 4,500,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Oct. 26, 2021 | Mar. 31, 2023 |
Private Placement | ||
Exercise price of warrant | $ 1 | |
Private Placement Warrants | ||
Private Placement | ||
Number of warrants to purchase shares issued | 17,025,000 | |
Private placement | ||
Private Placement | ||
Number of warrants to purchase shares issued | 17,025,000 | |
Conversion price per warrant | $ 1 | |
Proceeds from sale of Private Warrants | $ 17,025,000 | |
Private placement | Private Placement Warrants | ||
Private Placement | ||
Number of warrants to purchase shares issued | 17,025,000 | |
Conversion price per warrant | $ 1 | |
Proceeds from sale of Private Warrants | $ 17,025,000 | |
Private placement | Class A ordinary shares | Private Placement Warrants | ||
Private Placement | ||
Exercise price of warrant | $ 11.50 | |
Number of shares issuable per warrant | 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - Founder Shares - Sponsor | 1 Months Ended | 3 Months Ended |
Apr. 30, 2021 USD ($) shares | Mar. 31, 2023 D $ / shares | |
Class A ordinary shares | ||
Related Party Transactions | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 | |
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 150 days | |
Class B ordinary shares | ||
Related Party Transactions | ||
Issuance of ordinary shares (in shares) | shares | 8,625,000 | |
Aggregate purchase price | $ | $ 25,000 | |
Restrictions on transfer period of time after business combination completion | 1 year |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Oct. 26, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 28, 2022 | Apr. 30, 2021 | |
Related Party Transactions | |||||
Outstanding promissory note balance | $ 360,000 | ||||
Class of warrant or right exercise price of warrants or rights | $ 1 | ||||
Working capital loans warrant | |||||
Related Party Transactions | |||||
Outstanding promissory note balance | $ 750,000 | $ 750,000 | |||
Promissory Note with Related Party | |||||
Related Party Transactions | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Repayment of promissory note - related party | $ 209,855 | ||||
Notes Payable Related Parties | 0 | $ 0 | |||
Related Party Loans | |||||
Related Party Transactions | |||||
Maximum borrowing capacity of related party promissory note | $ 750,000 | ||||
Related Party Loans | Working capital loans warrant | |||||
Related Party Transactions | |||||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Price of warrant | $ 1 | ||||
Administrative Services Agreement | |||||
Related Party Transactions | |||||
Expenses per month | $ 50,000 | ||||
Expenses incurred related to agreement | 150,000 | ||||
Notes Payable Related Parties | $ 0 |
Shareholders' Equity - Preferen
Shareholders' Equity - Preference Shares (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Shareholders' Equity | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) | 3 Months Ended | |
Mar. 31, 2023 Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Shareholders' Equity | ||
Common shares, votes per share | Vote | 1 | |
Class A ordinary shares | ||
Shareholders' Equity | ||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common shares, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Class A ordinary shares subject to redemption | ||
Shareholders' Equity | ||
Temporary equity, shares issued | 34,500,000 | 34,500,000 |
Temporary equity, shares outstanding | 34,500,000 | 34,500,000 |
Class B ordinary shares | ||
Shareholders' Equity | ||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 8,625,000 | 8,625,000 |
Common shares, shares outstanding (in shares) | 8,625,000 | 8,625,000 |
Ratio to be applied to the stock in the conversion | 20 |
Warrants (Details)
Warrants (Details) | 3 Months Ended | |
Mar. 31, 2023 D $ / shares shares | Oct. 26, 2021 shares | |
IPO | ||
Warrants | ||
Number of warrants to purchase shares issued | shares | 34,275,000 | 34,275,000 |
Private Placement Warrants | ||
Warrants | ||
Number of warrants to purchase shares issued | shares | 17,025,000 | |
Public Warrants | ||
Warrants | ||
Warrant exercise period after the completion of a Business Combination | 30 days | |
Maximum period after business combination in which to file registration statement | 20 days | |
Period of time within which registration statement is expected to become effective | 60 days | |
Restrictions on transfer period of time after business combination completion | 30 days | |
Public Warrants | Class A ordinary shares | ||
Warrants | ||
Threshold issue price per share | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60% | |
Threshold trading days determining weighted average trading price | 20 days | |
Public Warrants | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 | ||
Warrants | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |
Public Warrants | Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 | ||
Warrants | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | ||
Oct. 26, 2021 USD ($) shares | Mar. 31, 2023 USD ($) item $ / shares shares | Dec. 31, 2022 USD ($) | |
Commitments and Contingencies | |||
Maximum number of demands for registration of securities | item | 3 | ||
Underwriting option period | 45 days | ||
Deferred fee per unit | $ / shares | $ 0.35 | ||
Deferred underwriters fee payable | $ 10,325,000 | $ 10,325,000 | |
IPO | |||
Commitments and Contingencies | |||
Number of units issued | shares | 34,500,000 | ||
Proceeds from issuance of units | $ 345,000,000 | ||
Underwriter cash discount | $ 5,900,000 | ||
Over-allotment option | |||
Commitments and Contingencies | |||
Number of units issued | shares | 4,500,000 | 4,500,000 | |
Proceeds from issuance of units | $ 45,000,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in fair value of warrant liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative warrant liabilities (beginning) | $ 4,606,400 | $ 19,944,000 |
Change in fair value | 517,475 | (15,337,600) |
Derivative warrant liabilities (Ending) | 5,123,875 | 4,606,400 |
Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative warrant liabilities (beginning) | 2,318,400 | 10,005,000 |
Change in fair value | 260,475 | (7,686,600) |
Derivative warrant liabilities (Ending) | 2,578,875 | 2,318,400 |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative warrant liabilities (beginning) | 2,288,000 | 9,939,000 |
Change in fair value | 257,000 | (7,651,000) |
Derivative warrant liabilities (Ending) | 2,545,000 | 2,288,000 |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative warrant liabilities (beginning) | 2,288,000 | 9,939,000 |
Change in fair value | 257,000 | (7,651,000) |
Derivative warrant liabilities (Ending) | 2,545,000 | 2,288,000 |
Level 3 | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative warrant liabilities (beginning) | 0 | 0 |
Change in fair value | 0 | 0 |
Derivative warrant liabilities (Ending) | 0 | 0 |
Level 3 | Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative warrant liabilities (beginning) | 2,288,000 | 9,939,000 |
Change in fair value | 257,000 | (7,651,000) |
Derivative warrant liabilities (Ending) | $ 2,545,000 | $ 2,288,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value hierarchy the Company's assets and liabilities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and marketable securities held in trust account | $ 362,538,152 | $ 358,731,581 |
Liabilities | ||
Warrant Liability | 5,123,875 | 4,606,400 |
Level 1 | ||
Assets | ||
Cash and marketable securities held in trust account | 362,538,152 | 358,731,581 |
Level 1 | Public Warrants | ||
Liabilities | ||
Warrant Liability | 2,578,875 | 2,318,400 |
Level 1 | Private Placement Warrants | ||
Liabilities | ||
Warrant Liability | 0 | 0 |
Level 2 | ||
Assets | ||
Cash and marketable securities held in trust account | 0 | 0 |
Level 2 | Public Warrants | ||
Liabilities | ||
Warrant Liability | 0 | 0 |
Level 2 | Private Placement Warrants | ||
Liabilities | ||
Warrant Liability | 0 | 0 |
Level 3 | ||
Assets | ||
Cash and marketable securities held in trust account | 0 | 0 |
Level 3 | Public Warrants | ||
Liabilities | ||
Warrant Liability | 0 | 0 |
Level 3 | Private Placement Warrants | ||
Liabilities | ||
Warrant Liability | $ 2,545,000 | $ 2,288,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Mar. 31, 2023 $ / shares Y | Dec. 31, 2022 $ / shares Y |
Ordinary share price | ||
Fair Value Measurements | ||
Derivative Liability, Measurement Input | 10.51 | 10.34 |
Exercise price | ||
Fair Value Measurements | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Risk-free rate of interest | ||
Fair Value Measurements | ||
Derivative Liability, Measurement Input | 3.57 | 3.98 |
Volatility | ||
Fair Value Measurements | ||
Derivative Liability, Measurement Input | 8.06 | 0.23 |
Term | ||
Fair Value Measurements | ||
Derivative Liability, Measurement Input | Y | 5.32 | 5.32 |
Warrant to buy one share | ||
Fair Value Measurements | ||
Derivative Liability, Measurement Input | 0.150 | 0.134 |
Dividend yield | ||
Fair Value Measurements | ||
Derivative Liability, Measurement Input | 0 | 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 26, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | |||
Warrant Liability | $ 5,123,875 | $ 4,606,400 | |
Redemption price | $ 18 | ||
Period of after the completion of the initial business combination | 6 years | ||
Minimum | |||
Fair Value Measurements | |||
Period of risk-free interest rate assumption was based on linearly interpolated treasury constant maturity rate curve | 5 years | ||
Maximum | |||
Fair Value Measurements | |||
Period of risk-free interest rate assumption was based on linearly interpolated treasury constant maturity rate curve | 7 years | ||
Public Warrants | |||
Fair Value Measurements | |||
Fair value of warrants | $ 2,578,875 | $ 2,318,400 | |
Fair value per warrant | $ 0.15 | $ 0.13 | |
Public Warrants | IPO | |||
Fair Value Measurements | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.50 | ||
Private Placement Warrants | |||
Fair Value Measurements | |||
Fair value of warrants | $ 2,545,000 | $ 2,288,000 | |
Fair value per warrant | $ 0.15 | $ 0.13 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 20, 2023 USD ($) item $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares |
Subsequent Events | |||
Minimum net tangible assets | $ 5,000,001 | ||
Waive of pro-rata portion of the initial deposit into the trust account by sponsor in connection with extension of the termination date | 360,000 | ||
Waive of subsequent monthly deposits by into the trust account in connection with extension of the termination date | $ 120,000 | ||
Exercise price of warrant | $ / shares | $ 1 | ||
Outstanding promissory note balance | $ 360,000 | ||
Working capital loans warrant | |||
Subsequent Events | |||
Outstanding promissory note balance | $ 750,000 | $ 750,000 | |
Class B ordinary shares | |||
Subsequent Events | |||
Common shares, issued | shares | 8,625,000 | 8,625,000 | |
Common shares, outstanding | shares | 8,625,000 | 8,625,000 | |
Subsequent Events | |||
Subsequent Events | |||
Number of months in the additional extension of termination date | 1 month | ||
Number of days prior to which written advance notice required for extension of termination date | 5 days | ||
Maximum number of months for extension of termination date | 12 months | ||
Minimum net tangible assets | $ 5,000,001 | ||
Subsequent Events | Working capital loans warrant | |||
Subsequent Events | |||
Maximum loan convertible in to warrants at the discretion of sponsor | 750,000 | ||
Subsequent Events | Second Working Capital Loan | |||
Subsequent Events | |||
Maximum borrowing capacity of related party promissory note | $ 1,440,000 | ||
Conversion price per warrant | $ / shares | $ 1 | ||
Subsequent Events | Class A ordinary shares | |||
Subsequent Events | |||
Number of shares issuable per warrant | shares | 1 | ||
Exercise price of warrant | $ / shares | $ 11.50 | ||
Subsequent Events | Extension Amendment Proposal | |||
Subsequent Events | |||
Maximum number of times for extension of termination date without the approval of shareholders | item | 9 | ||
Number of months in the additional extension of termination date | 1 month | ||
Number of days prior to which written advance notice required for extension of termination date | 5 days | ||
Number of shares redeemed | shares | 21,129,314 | ||
Redemption price per public share | $ / shares | $ 10.53 | ||
Aggregate redemption amount | $ 222,500,140 | ||
Number of units held by sponsor and independent directors in following the approval | shares | 5,000,000 | ||
Percentage of the issued and outstanding shares held by sponsor and independent directors following the approval | 61.90% | ||
Initial deposit by sponsor in trust account by sponsor for extension of consummation of business combination | $ 360,000 | ||
Maximum number of additional months for completion of business combination | 9 months | ||
Deposit by sponsor in trust account for extension of termination date | $ 120,000 | ||
Threshold number of days for deposit in trust account for extension of termination date | 5 days | ||
Number of units purchased by sponsor in connection with the initial public offering | shares | 5,000,000 | ||
Waive of pro-rata portion of the initial deposit into the trust account by sponsor in connection with extension of the termination date | $ 360,000 | ||
Waive of subsequent monthly deposits by into the trust account in connection with extension of the termination date | $ 120,000 | ||
Subsequent Events | Extension Amendment Proposal | Class A ordinary shares | |||
Subsequent Events | |||
Common shares, issued | shares | 13,370,686 | ||
Common shares, outstanding | shares | 13,370,686 | ||
Waive of pro-rata portion of the initial deposit into the trust account by sponsor in connection with extension of the termination date | $ 360,000 | ||
Waive of subsequent monthly deposits by into the trust account in connection with extension of the termination date | $ 120,000 | ||
Shares included in number of units held by sponsor eligible for pro-rata distribution if business combination not completed | shares | 5,000,000 | ||
Subsequent Events | Extension Amendment Proposal | Class B ordinary shares | |||
Subsequent Events | |||
Common shares, issued | shares | 8,625,000 | ||
Common shares, outstanding | shares | 8,625,000 | ||
Number of shares held by sponsor and independent directors in following the approval | shares | 8,625,000 |