Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity Registrant Name | INFINITE ACQUISITION CORP. | |
Entity Central Index Key | 0001862327 | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-41087 | |
Entity Tax Identification Number | 98-1593937 | |
Entity Address, Address Line One | 745 Fifth Avenue, 15th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10151 | |
City Area Code | 212 | |
Local Phone Number | 644-4200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | NFNT.U | |
Security Exchange Name | NYSE | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | NFNT | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | NFNT WS | |
Security Exchange Name | NYSE | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 185,536 | $ 489,943 |
Prepaid expenses | 568,003 | 870,768 |
Total current assets | 753,539 | 1,360,711 |
Prepaid expenses - long term | 0 | 323,315 |
Investments held in Trust Account | 283,183,407 | 281,522,866 |
Total Assets | 283,936,946 | 283,206,892 |
Current liabilities: | ||
Accounts payable | 518 | 0 |
Accounts payable - related party | 102,667 | 43,642 |
Accrued expenses | 348,366 | 339,023 |
Note payable - related party | 400,000 | 0 |
Total current liabilities | 851,551 | 382,665 |
Deferred underwriting commissions | 9,660,000 | 9,660,000 |
Total liabilities | 10,511,551 | 10,042,665 |
Commitments and Contingencies | ||
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Accumulated deficit | (9,658,702) | (8,356,463) |
Total shareholders' deficit | (9,658,012) | (8,355,773) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 283,936,946 | 283,206,892 |
Class A Ordinary Shares [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 shares issued and outstanding at $10.26 and $10.20 per share redemption value as of September 30, 2022 and December 31, 2021, respectively | 283,083,407 | 281,520,000 |
Shareholders' Deficit: | ||
Ordinary shares | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 690 | $ 690 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Shareholders' Deficit: | ||
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred shares, shares issued (in shares) | 0 | 0 |
Preferred shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | ||
Ordinary shares subject to possible redemption, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption, shares issued (in shares) | 27,600,000 | 27,600,000 |
Ordinary shares subject to possible redemption, shares outstanding (in shares) | 27,600,000 | 27,600,000 |
Ordinary shares subject to possible redemption, price (in dollars per share) | $ 10.26 | $ 10.2 |
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 479,000,000 | 479,000,000 |
Ordinary shares, shares issued (in shares) | 0 | 0 |
Ordinary shares, shares outstanding (in shares) | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued (in shares) | 6,900,000 | 6,900,000 |
Ordinary shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Operating expenses | ||||
General and administrative expenses | $ 331,318 | $ 71,310 | $ 82,062 | $ 1,024,114 |
General and administrative expenses - related party | 112,701 | 0 | 0 | 375,259 |
Loss from Operations | (444,019) | (71,310) | (82,062) | (1,399,373) |
Income from investments held in Trust Account | 1,257,913 | 0 | 0 | 1,660,541 |
Net income (loss) | $ 813,894 | $ (71,310) | $ (82,062) | $ 261,168 |
Class A Ordinary Shares [Member] | ||||
Operating expenses | ||||
Basic weighted average shares outstanding (in shares) | 27,600,000 | 0 | 0 | 27,600,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.02 | $ 0 | $ 0 | $ 0.01 |
Diluted weighted average shares outstanding (in shares) | 27,600,000 | 0 | 0 | 27,600,000 |
Diluted net income (loss) per share (in dollars per share) | $ 0.02 | $ 0 | $ 0 | $ 0.01 |
Class B Ordinary Shares [Member] | ||||
Operating expenses | ||||
Basic weighted average shares outstanding (in shares) | 6,900,000 | 6,000,000 | 6,000,000 | 6,900,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.02 | $ (0.01) | $ (0.01) | $ 0.01 |
Diluted weighted average shares outstanding (in shares) | 6,900,000 | 6,000,000 | 6,000,000 | 6,900,000 |
Diluted net income (loss) per share (in dollars per share) | $ 0.02 | $ (0.01) | $ (0.01) | $ 0.01 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares [Member] Class A Ordinary Shares [Member] | Ordinary Shares [Member] Class B Ordinary Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Mar. 28, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Mar. 28, 2021 | 0 | 0 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | $ 0 | $ 690 | 24,310 | 0 | 25,000 |
Issuance of Class B ordinary shares to Sponsor (in shares) | 0 | 6,900,000 | |||
Net income (loss) | $ 0 | $ 0 | 0 | (10,752) | (10,752) |
Ending balance at Jun. 30, 2021 | $ 0 | $ 690 | 24,310 | (10,752) | 14,248 |
Ending balance (in shares) at Jun. 30, 2021 | 0 | 6,900,000 | |||
Beginning balance at Mar. 28, 2021 | $ 0 | $ 0 | 0 | 0 | 0 |
Beginning balance (in shares) at Mar. 28, 2021 | 0 | 0 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Net income (loss) | (82,062) | ||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 690 | 24,310 | (82,062) | (57,062) |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 6,900,000 | |||
Beginning balance at Jun. 30, 2021 | $ 0 | $ 690 | 24,310 | (10,752) | 14,248 |
Beginning balance (in shares) at Jun. 30, 2021 | 0 | 6,900,000 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | (71,310) | (71,310) |
Ending balance at Sep. 30, 2021 | $ 0 | $ 690 | 24,310 | (82,062) | (57,062) |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 6,900,000 | |||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 690 | 0 | (8,356,463) | (8,355,773) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 6,900,000 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | (492,431) | (492,431) |
Ending balance at Mar. 31, 2022 | $ 0 | $ 690 | 0 | (8,848,894) | (8,848,204) |
Ending balance (in shares) at Mar. 31, 2022 | 0 | 6,900,000 | |||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 690 | 0 | (8,356,463) | (8,355,773) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 6,900,000 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Net income (loss) | 261,168 | ||||
Ending balance at Sep. 30, 2022 | $ 0 | $ 690 | 0 | (9,658,702) | (9,658,012) |
Ending balance (in shares) at Sep. 30, 2022 | 0 | 6,900,000 | |||
Beginning balance at Mar. 31, 2022 | $ 0 | $ 690 | 0 | (8,848,894) | (8,848,204) |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 6,900,000 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Remeasurement of Class A ordinary shares to redemption value | $ 0 | $ 0 | 0 | (305,494) | (305,494) |
Net income (loss) | 0 | 0 | 0 | (60,295) | (60,295) |
Ending balance at Jun. 30, 2022 | $ 0 | $ 690 | 0 | (9,214,683) | (9,213,993) |
Ending balance (in shares) at Jun. 30, 2022 | 0 | 6,900,000 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Remeasurement of Class A ordinary shares to redemption value | $ 0 | $ 0 | 0 | (1,257,913) | (1,257,913) |
Net income (loss) | 0 | 0 | 0 | 813,894 | 813,894 |
Ending balance at Sep. 30, 2022 | $ 0 | $ 690 | $ 0 | $ (9,658,702) | $ (9,658,012) |
Ending balance (in shares) at Sep. 30, 2022 | 0 | 6,900,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (82,062) | $ 261,168 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Income from investments held in Trust Account | 0 | (1,660,541) |
General and administrative expenses paid by sponsor under promissory note | 12,005 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | 626,080 |
Accounts payable | 1,250 | 518 |
Accounts payable - related party | 0 | 59,025 |
Accrued expenses | 0 | 156,657 |
Net cash used in operating activities | (68,807) | (557,093) |
Cash Flows from Financing Activities: | ||
Proceeds from note payable to related party | 183,972 | 400,000 |
Offering costs paid | (115,165) | (147,314) |
Net cash provided by financing activities | 68,807 | 252,686 |
Net change in cash | 0 | (304,407) |
Cash - beginning of the period | 0 | 489,943 |
Cash - end of the period | 0 | 185,536 |
Supplemental disclosure of noncash activities: | ||
Remeasurement of Class A ordinary shares to redemption value | 0 | 1,563,407 |
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | 0 |
Offering costs included in accrued expenses | 298,680 | 0 |
Prepaid expenses paid by Sponsor under promissory note | $ 2,995 | $ 0 |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization, Business Operations and Going Concern [Abstract] | |
Description of Organization, Business Operations and Going Concern | Note 1 - Description of Organization, Business Operations and Going Concern Infinite Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on March 29, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from March 29, 2021 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), and the search for a target business with which to consummate an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust account from the proceeds derived from the Initial Public Offering and the sale of the Private Placement Warrants (as defined below). The Company’s sponsor is Infinite Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on November 18, 2021. On November 23, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the issuance of 3,600,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $16.0 million, of which approximately $9.7 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 13,540,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $13.5 million, and incurring offering costs of approximately $23,000. Upon the closing of Initial Public Offering and the Private Placement, approximately $281.5 million ($10.20 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering and a portion of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable, if any, on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders are entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.20 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares are classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company decides not to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (as defined below) have agreed to vote their Founder Shares (as defined below) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with its Chief Financial Officer (or his or her designee) prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor, officers and any other holders of the Founder Shares (the “Initial Shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination within 21 months from the closing of the Initial Public Offering, or August 23, 2023 (the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten two The Initial Shareholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders acquire Public Shares in or after the Initial Public Offering, they are entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters will agree to waive their rights to the deferred underwriting commission (Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account if less than $10.20 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern As of September 30, 2022, the Company had approximately $186,000 in the Company’s operating bank account and working capital deficit of approximately $98,000. Prior to the completion of the Initial Public Offering and Private Placement, the Company’s liquidity needs were satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), and a loan of approximately $269,000 from the Sponsor pursuant to a promissory note originally issued on April 9, 2021 (the “Note”). The Company repaid the Note in full on November 24, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the certain proceeds from the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide us loans in order to finance transaction costs in connection with a Business Combination (“Working Capital Loans”). As of September 30, 2022 and December 31, 2021, there was no amounts outstanding under Working Capital Loans. In February 2022, the Sponsor committed to provide the Company an aggregated of up to $900,000 in loans in order to finance the Company’s working capital needs (including transaction costs in connection with a Business Combination) (the “Sponsor Loan Commitment”), and the Sponsor increased the amount of the Sponsor Loan Commitment to $1.2 million as of June 30, 2022. As of September 30, 2022 and December 31, 2021, there was $400,000 and $0 of advances drawn under the Sponsor Loan Commitment, respectively. In connection with the Company’s assessment of going concern considerations in accordance with FASB accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the working capital deficit, as well as the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 23, 2023. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 24, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage 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. As of September 30, 2022 and December 31, 2021, the Company did not have any cash equivalents. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” equal or approximate the carrying amounts represented in the 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. U.S 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 consist of: • 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. Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations for each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounts for its 27,340,000 warrants issued in connection with the Initial Public Offering (including 13,800,000 Public Warrants and 13,540,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants were not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity . Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 27,600,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognized changes in the redemption value as reflected on the accompanying unaudited condensed statements of changes in shareholders’ deficit. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 27,340,000 Class A ordinary shares since their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended For the Three Months Ended September 30, 2022 September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 651,115 $ 162,779 $ - $ (71,310 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 27,600,000 6,900,000 - 6,000,000 Basic and diluted net income (loss) per ordinary share $ 0.02 $ 0.02 $ - $ (0.01 ) For the Nine Months Ended For the Period from March 29, 2021 (Inception) September 30, 2022 through September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 208,934 $ 52,234 $ - $ (82,062 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 27,600,000 6,900,000 - 6,000,000 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ - $ (0.01 ) Income Taxes The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On November 23, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $16.0 million, of which approximately $9.7 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-half |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | Note 4 - Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 13,540,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, to the Sponsor, generating proceeds of approximately $13.5 million, and incurring offering costs of approximately $23,000. Each 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 sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable for cash and exercisable on a cashless basis. The Sponsor and the officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On April 9, 2021, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 5,750,000 Class B ordinary shares, par value $0.0001 per share. On November 2, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s board of directors. On November 18, 2021, the Company effected a share re-capitalization resulting in an aggregate of 6,900,000 Founder Shares outstanding. The Sponsor agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares would represent 20% of its issued and outstanding shares after the Initial Public Offering. On November 23, 2021, the underwriters exercised the over-allotment option in full; thus, these 900,000 Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share sub-divisions, capitalization of shares, share dividends, rights issuances, subdivisions reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange 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. Related Party Loans On April 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant the Note. This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $269,000 under the Note and repaid in full on November 24, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of its officers and directors may, but are not obligated to, loan the Company the 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. 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 consummation of a Business Combination or, at the lender’s discretion, without interest, up to $1.5 million 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. In February 2022, the Sponsor committed to provide the Company an aggregate of up to $900,000 in loans in order to finance the Company’s working capital needs (including transaction costs in connection with a Business Combination), and the Sponsor increased the principal amount of the Sponsor Loan Commitment to $1.2 million as of June 30, 2022. As of September 30, 2022 and December 31, 2021, there were $400,000 and $0 of advances drawn under Sponsor Loan Commitment, respectively. Administrative Services Agreement On November 23, 2021, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company until the earlier of the consummation of a Business Combination or liquidation. For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $90,000, respectively, in expense for these services, included in general and administrative expenses-related party on the accompanying condensed statements of operations and included in related party accounts payable on the accompanying condensed balance sheets. The Company may pay the Sponsor or any of its existing officers or directors, or any entity with which they are affiliated, a consulting fee or other compensation in connection with identifying, investigating and completing an initial Business Combination. The Sponsor, or any of the Company’s existing executive officers and directors, or any of their respective affiliates, including LionTree Advisors LLC (“LionTree Advisors”) and LionTree LLC (“LionTree”), and other entities affiliated with LionTree, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors of the Company or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on behalf of the Company. For the three and nine months ended September 30, 2022, the Company recorded approximately $83,000 and $285,000, respectively, in expenses in connection with compliance services with related party. As of September 30, 2022, there were approximately $103,000 outstanding in the related party accounts payable, as reflected in the accompanying condensed balance sheets. Financial Advisory Fees In addition, LionTree Advisors was acting as the Company’s independent financial advisor as defined under FINRA Rule 5110(j)(9) to provide independent financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with the Initial Public Offering. LionTree Advisors was entitled to receive a fee of approximately $2.2 million, paid upon the closing of the Initial Public Offering. In addition, LionTree Advisors will receive approximately $3.9 million, which will be payable at the closing of the initial Business Combination. The underwriters reimbursed the Company approximately $2.2 million for such fees at the closing of the Initial Public Offering. And the underwriters have also agreed to reimburse the Company for approximately $3.9 million upon the completion of the initial Business Combination. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares and Private Placement Warrants (and any ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demands and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or approximately $9.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of this Report and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this Report. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7 - Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 27,600,000 Class A ordinary shares issued and subject to possible redemption. The Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds received from Initial Public Offering $ 276,000,000 Less: Proceeds allocated to Public Warrants (7,728,000 ) Offering costs allocated to Class A ordinary shares (15,571,501 ) Plus: Remeasurement of Class A ordinary shares to redemption value 28,819,501 Class A ordinary shares subject to possible redemption as of December 31, 2021 281,520,000 Increase in redemption value of Class A ordinary shares subject to redemption 305,494 Class A ordinary shares subject to possible redemption as of June 30, 2022 281,825,494 Increase in redemption value of Class A ordinary shares subject to redemption 1,257,913 Class A ordinary shares subject to possible redemption as of September 30, 2022 $ 283,083,407 |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Shareholders' Deficit [Abstract] | |
Shareholders' Deficit | Note 8 - Shareholders’ Deficit Preference shares - The Company is authorized to issue 1,000,000 preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding. Class A Ordinary shares - The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30 Class B Ordinary shares - The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of September 30 Shareholders of the ordinary shares of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class B ordinary shares have the right to appoint all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of Class B ordinary shares and holders of Class A ordinary shares will vote together as a single class, except as required by applicable law or stock exchange rule. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The Company may issue additional ordinary shares or preferences shares to complete its initial Business Combination or under an employee incentive plan after completion of its initial Business Combination. Warrants - As of September 30 Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering, or November 23, 2022; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. See “- Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” below). The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) the Private Placement Warrants are non-redeemable and (iii) the Private Placement Warrants are exercisable on a cashless basis and have certain registration rights. Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. In no event will the Company be required to net cash settle any warrant. If the Company has not completed a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 9 - Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 by level within the fair value hierarchy: Fair Value Measured as of September 30, 2022 Level 1 Level 2 Level 3 Investments held in Trust Account - U.S. Treasury Securities $ 283,183,407 $ - $ - Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Investments held in Trust Account - U.S. Treasury Securities $ 281,522,866 $ - $ - Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the nine months ended September 30, 2022. Level 1 assets include investments in money market funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
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 unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 24, 2022. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage |
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. As of September 30, 2022 and December 31, 2021, the Company did not have any cash equivalents. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” equal or approximate the carrying amounts represented in the 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. U.S 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 consist of: • 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. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations for each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounts for its 27,340,000 warrants issued in connection with the Initial Public Offering (including 13,800,000 Public Warrants and 13,540,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants were not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity . |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 27,600,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognized changes in the redemption value as reflected on the accompanying unaudited condensed statements of changes in shareholders’ deficit. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 27,340,000 Class A ordinary shares since their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended For the Three Months Ended September 30, 2022 September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 651,115 $ 162,779 $ - $ (71,310 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 27,600,000 6,900,000 - 6,000,000 Basic and diluted net income (loss) per ordinary share $ 0.02 $ 0.02 $ - $ (0.01 ) For the Nine Months Ended For the Period from March 29, 2021 (Inception) September 30, 2022 through September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 208,934 $ 52,234 $ - $ (82,062 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 27,600,000 6,900,000 - 6,000,000 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ - $ (0.01 ) |
Income Taxes | Income Taxes The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Calculation of Basic and Diluted Net Income (Loss) per Ordinary Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended For the Three Months Ended September 30, 2022 September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 651,115 $ 162,779 $ - $ (71,310 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 27,600,000 6,900,000 - 6,000,000 Basic and diluted net income (loss) per ordinary share $ 0.02 $ 0.02 $ - $ (0.01 ) For the Nine Months Ended For the Period from March 29, 2021 (Inception) September 30, 2022 through September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 208,934 $ 52,234 $ - $ (82,062 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 27,600,000 6,900,000 - 6,000,000 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ - $ (0.01 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | The Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds received from Initial Public Offering $ 276,000,000 Less: Proceeds allocated to Public Warrants (7,728,000 ) Offering costs allocated to Class A ordinary shares (15,571,501 ) Plus: Remeasurement of Class A ordinary shares to redemption value 28,819,501 Class A ordinary shares subject to possible redemption as of December 31, 2021 281,520,000 Increase in redemption value of Class A ordinary shares subject to redemption 305,494 Class A ordinary shares subject to possible redemption as of June 30, 2022 281,825,494 Increase in redemption value of Class A ordinary shares subject to redemption 1,257,913 Class A ordinary shares subject to possible redemption as of September 30, 2022 $ 283,083,407 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 by level within the fair value hierarchy: Fair Value Measured as of September 30, 2022 Level 1 Level 2 Level 3 Investments held in Trust Account - U.S. Treasury Securities $ 283,183,407 $ - $ - Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Investments held in Trust Account - U.S. Treasury Securities $ 281,522,866 $ - $ - |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern, Summary (Details) | 9 Months Ended | |
Nov. 23, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) Business shares | |
Description of Organization and Business Operations [Abstract] | ||
Gross proceeds from initial public offering | $ 276,000,000 | |
Offering costs | $ 16,000,000 | |
Deferred underwriting commissions | 9,700,000 | 9,700,000 |
Cash deposited in Trust Account | $ 281,500,000 | |
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.2 | |
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | |
Percentage of Public Shares that can be redeemed without prior consent | 15% | |
Period to complete Business Combination from closing of Initial Public Offering | 21 months | |
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | |
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | |
Number of business days prior to completion of business combination | 2 days | |
Minimum [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Number of operating businesses included in initial Business Combination | Business | 1 | |
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80% | |
Post-transaction ownership percentage of the target business | 50% | |
Maximum [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | |
Private Placement Warrants [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Warrants issued (in shares) | shares | 13,540,000 | |
Class A Ordinary Shares [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Warrants issued (in shares) | shares | 27,340,000 | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Gross proceeds from initial public offering | $ 276,000,000 | |
Warrants issued (in shares) | shares | 27,340,000 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Units issued (in shares) | shares | 27,600,000 | |
Share price (in dollars per share) | $ / shares | $ 10.2 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Units issued (in shares) | shares | 3,600,000 | |
Share price (in dollars per share) | $ / shares | $ 10 | |
Private Placement [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Offering costs | $ 23,000 | |
Proceeds from private placement | $ 13,500,000 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Share price (in dollars per share) | $ / shares | $ 1 | |
Offering costs | $ 23,000 | |
Warrants issued (in shares) | shares | 13,540,000 |
Description of Organization, _3
Description of Organization, Business Operations and Going Concern, Going Concern (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Apr. 09, 2021 | Jun. 30, 2022 | Feb. 28, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Liquidity and Capital Resources [Abstract] | |||||
Cash | $ 185,536 | $ 489,943 | |||
Working capital deficit | 98,000 | ||||
Note payable - related party | $ 400,000 | $ 0 | |||
Class B Ordinary Shares [Member] | |||||
Liquidity and Capital Resources [Abstract] | |||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Sponsor [Member] | Promissory Note [Member] | |||||
Liquidity and Capital Resources [Abstract] | |||||
Related party transaction | $ 300,000 | $ 269,000 | |||
Sponsor [Member] | Sponsor Loan Commitment [Member] | |||||
Liquidity and Capital Resources [Abstract] | |||||
Related party transaction | $ 1,200,000 | ||||
Note payable - related party | 400,000 | $ 0 | |||
Sponsor [Member] | Sponsor Loan Commitment [Member] | Maximum [Member] | |||||
Liquidity and Capital Resources [Abstract] | |||||
Related party transaction | $ 900,000 | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||
Liquidity and Capital Resources [Abstract] | |||||
Contribution from sale of founder shares | $ 25,000 | 25,000 | |||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | |||||
Liquidity and Capital Resources [Abstract] | |||||
Borrowings outstanding | $ 0 | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Derivative Financial Instruments (Details) | 9 Months Ended |
Sep. 30, 2022 shares | |
Public Warrants [Member] | |
Derivative Financial Instruments [Abstract] | |
Warrants issued (in shares) | 13,800,000 |
Private Placement Warrants [Member] | |
Derivative Financial Instruments [Abstract] | |
Warrants issued (in shares) | 13,540,000 |
Initial Public Offering [Member] | |
Derivative Financial Instruments [Abstract] | |
Warrants issued (in shares) | 27,340,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class A Ordinary Shares [Member] | ||
Class A Ordinary Shares Subject to Possible Redemptions [Abstract] | ||
Ordinary shares subject to possible redemption (in shares) | 27,600,000 | 27,600,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Class A Ordinary Shares [Member] | ||||
Net Income (Loss) per Ordinary Share [Abstract] | ||||
Warrants issued (in shares) | 27,340,000 | |||
Numerator [Abstract] | ||||
Allocation of net income (loss) | $ 651,115 | $ 0 | $ 0 | $ 208,934 |
Denominator [Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 27,600,000 | 0 | 0 | 27,600,000 |
Diluted weighted average shares outstanding (in shares) | 27,600,000 | 0 | 0 | 27,600,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.02 | $ 0 | $ 0 | $ 0.01 |
Diluted net income (loss) per share (in dollars per share) | $ 0.02 | $ 0 | $ 0 | $ 0.01 |
Class B Ordinary Shares [Member] | ||||
Numerator [Abstract] | ||||
Allocation of net income (loss) | $ 162,779 | $ (71,310) | $ (82,062) | $ 52,234 |
Denominator [Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 6,900,000 | 6,000,000 | 6,000,000 | 6,900,000 |
Diluted weighted average shares outstanding (in shares) | 6,900,000 | 6,000,000 | 6,000,000 | 6,900,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.02 | $ (0.01) | $ (0.01) | $ 0.01 |
Diluted net income (loss) per share (in dollars per share) | $ 0.02 | $ (0.01) | $ (0.01) | $ 0.01 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | |
Nov. 23, 2021 | Sep. 30, 2022 | |
Initial Public Offering [Abstract] | ||
Gross proceeds from initial public offering | $ 276,000,000 | |
Offering costs | $ 16,000,000 | |
Deferred underwriting commissions | 9,700,000 | $ 9,700,000 |
Initial Public Offering [Member] | ||
Initial Public Offering [Abstract] | ||
Gross proceeds from initial public offering | $ 276,000,000 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Units issued (in shares) | 27,600,000 | |
Share price (in dollars per share) | $ 10.2 | |
Initial Public Offering [Member] | Public Warrants [Member] | ||
Initial Public Offering [Abstract] | ||
Number of securities called by each unit (in shares) | 0.5 | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Number of securities called by each unit (in shares) | 1 | |
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Units issued (in shares) | 3,600,000 | |
Share price (in dollars per share) | $ 10 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | 9 Months Ended | |
Nov. 23, 2021 | Sep. 30, 2022 | |
Private Placement Warrants [Abstract] | ||
Offering costs | $ 16,000,000 | |
Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 13,540,000 | |
Class A Ordinary Shares [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 27,340,000 | |
Private Placement [Member] | ||
Private Placement Warrants [Abstract] | ||
Offering costs | $ 23,000 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 13,540,000 | |
Share price (in dollars per share) | $ 1 | |
Proceeds from issuance of warrants | $ 13,500,000 | |
Offering costs | $ 23,000 | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Number of days to sell private placement warrants | 30 days | |
Private Placement [Member] | Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) - USD ($) | 9 Months Ended | |||||
Nov. 23, 2021 | Nov. 02, 2021 | Apr. 09, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Nov. 18, 2021 | |
Founder Shares [Abstract] | ||||||
Share price (in dollars per share) | $ 11.5 | |||||
Class A Ordinary Shares [Member] | ||||||
Founder Shares [Abstract] | ||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | ||||
Threshold trading days | 20 days | |||||
Threshold consecutive trading days | 30 days | |||||
Class A Ordinary Shares [Member] | Minimum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Period after Business Combination | 150 days | |||||
Class B Ordinary Shares [Member] | ||||||
Founder Shares [Abstract] | ||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | ||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20% | |||||
Common stock, shares subject to forfeiture (in shares) | 900,000 | |||||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 900,000 | |||||
Sponsor [Member] | Class A Ordinary Shares [Member] | ||||||
Founder Shares [Abstract] | ||||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | |||||
Sponsor [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Share price (in dollars per share) | $ 12 | |||||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||||
Founder Shares [Abstract] | ||||||
Proceeds from issuance of common stock to Sponsor | $ 25,000 | $ 25,000 | ||||
Shares issued (in shares) | 25,000 | 5,750,000 | ||||
Ordinary shares, shares outstanding (in shares) | 6,900,000 | |||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20% | |||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Common stock, shares subject to forfeiture (in shares) | 900,000 |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Nov. 24, 2021 | Apr. 09, 2021 | Jun. 30, 2022 | Feb. 28, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Loans [Abstract] | |||||||
Loan proceeds | $ 183,972 | $ 400,000 | |||||
Note payable - related party | 400,000 | $ 0 | |||||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | |||||||
Related Party Loans [Abstract] | |||||||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | ||||||
Conversion price (in dollars per share) | $ 1 | ||||||
Borrowings outstanding | $ 0 | 0 | |||||
Sponsor [Member] | Promissory Note [Member] | |||||||
Related Party Loans [Abstract] | |||||||
Related party transaction | $ 300,000 | 269,000 | |||||
Loan proceeds | $ 269,000 | ||||||
Repayments of related party debt | $ 269,000 | ||||||
Sponsor [Member] | Sponsor Loan Commitment [Member] | |||||||
Related Party Loans [Abstract] | |||||||
Related party transaction | $ 1,200,000 | ||||||
Note payable - related party | $ 400,000 | $ 0 | |||||
Sponsor [Member] | Sponsor Loan Commitment [Member] | Maximum [Member] | |||||||
Related Party Loans [Abstract] | |||||||
Related party transaction | $ 900,000 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Services Agreement (Details) - Administrative Services Agreement [Member] - USD ($) | 3 Months Ended | 9 Months Ended | |
Nov. 23, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | |
Administrative Services Agreement [Abstract] | |||
Related party expense | $ 83,000 | $ 285,000 | |
Fees payable | 103,000 | 103,000 | |
Sponsor [Member] | |||
Administrative Services Agreement [Abstract] | |||
Monthly expenses | $ 10,000 | ||
Fees incurred | $ 30,000 | $ 90,000 |
Related Party Transactions, Fin
Related Party Transactions, Financial Advisory Fees (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Financial Advisory Fees [Abstract] | |
Advisory Fees | $ 3.9 |
Initial Public Offering [Member] | |
Financial Advisory Fees [Abstract] | |
Advisory Fees | $ 2.2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Nov. 23, 2021 | |
Underwriting Agreement [Abstract] | ||
Underwriting discount (in dollars per share) | $ 0.2 | |
Underwriting discount | $ 5.5 | |
Deferred underwriting commissions per unit (in dollars per share) | $ 0.35 | |
Deferred underwriting commissions | $ 9.7 | $ 9.7 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Common Stock Subject to Possible Redemption [Abstract] | ||||
Gross proceeds received from Initial Public Offering | $ 276,000,000 | |||
Public Warrants [Member] | ||||
Common Stock Subject to Possible Redemption [Abstract] | ||||
Proceeds allocated to Public Warrants | $ (7,728,000) | |||
Class A Ordinary Shares [Member] | ||||
Common Stock Subject to Possible Redemption [Abstract] | ||||
Ordinary shares, shares authorized (in shares) | shares | 479,000,000 | 479,000,000 | 479,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | |||
Ordinary shares subject to possible redemption (in shares) | shares | 27,600,000 | 27,600,000 | 27,600,000 | |
Offering costs allocated to Class A ordinary shares | $ (15,571,501) | $ (15,571,501) | ||
Remeasurement of Class A ordinary shares to redemption value | 28,819,501 | |||
Increase in redemption value of Class A ordinary shares subject to redemption | 1,257,913 | $ 305,494 | ||
Class A ordinary shares subject to possible redemption | $ 283,083,407 | $ 281,825,494 | $ 283,083,407 | $ 281,520,000 |
Shareholders' Deficit, Preferen
Shareholders' Deficit, Preference and Ordinary Shares (Details) | 9 Months Ended | |||
Nov. 23, 2021 shares | Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Apr. 09, 2021 $ / shares | |
Stockholders' Equity [Abstract] | ||||
Preferred shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||
Preferred shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred shares, shares issued (in shares) | 0 | 0 | ||
Preferred shares, shares outstanding (in shares) | 0 | 0 | ||
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | |||
As-converted percentage for Class A common stock after conversion of Class B shares | 20% | |||
Class A Ordinary Shares [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Ordinary shares, shares authorized (in shares) | 479,000,000 | 479,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued (in shares) | 0 | 0 | ||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | ||
Number of votes per share | Vote | 1 | |||
Class B Ordinary Shares [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares issued (in shares) | 6,900,000 | 6,900,000 | ||
Ordinary shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | ||
Common stock, shares subject to forfeiture (in shares) | 900,000 | |||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20% | |||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Shares issued (in shares) | 900,000 |
Shareholders' Deficit, Warrants
Shareholders' Deficit, Warrants (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants [Abstract] | ||
Period to exercise warrants after business combination | 30 days | |
Period to exercise warrants after public offerings | 12 months | |
Period to file registration statement after initial Business Combination | 20 days | |
Period for registration statement to become effective | 60 days | |
Share price (in dollars per share) | $ 11.5 | |
Expiration period of warrants | 5 years | |
Trading day period to calculate volume weighted average trading price | 20 days | |
Warrant redemption trigger price (in dollars per share) | $ 18 | |
Warrant redemption price (in dollars per share) | $ 18 | |
Minimum [Member] | ||
Warrants [Abstract] | ||
Percentage of aggregate gross proceeds of issuance available for funding of business combination | 60% | |
Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price | 180% | |
Notice period to redeem warrants | 30 days | |
Limitation period to transfer, assign or sell warrants | 30 days | |
Public Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 13,800,000 | 13,800,000 |
Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 13,540,000 | 13,540,000 |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | ||
Warrants [Abstract] | ||
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price | 115% | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Assets [Abstract] | ||
Transfers in into Level 3 | $ 0 | |
Transfers out of Level 3 | 0 | |
Recurring [Member] | U.S. Treasury Securities [Member] | Level 1 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | 283,183,407 | $ 281,522,866 |
Recurring [Member] | U.S. Treasury Securities [Member] | Level 2 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | 0 | 0 |
Recurring [Member] | U.S. Treasury Securities [Member] | Level 3 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | $ 0 | $ 0 |