Kensington Capital Acquisition Corp. V (KCGI) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Document Quarterly Report	true
Entity Registrant Name	KENSINGTON CAPITAL ACQUISITION CORP. V
Entity Central Index Key	0001865407
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1592043
Entity File Number	001-40741
Entity Address, Address Line One	1400 Old Country Road
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Westbury
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11590
City Area Code	703
Local Phone Number	674-6514
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and three-fourths of one redeemable warrant
Trading Symbol	KCGI.U
Security Exchange Name	NYSE
Class A ordinary shares [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares
Trading Symbol	KCGI
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		27,600,000
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	KCGI WS
Security Exchange Name	NYSE
Class B ordinary shares [Member]
Document Information [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	$ 1,423,680	$ 2,014,340
Prepaid expenses	156,667	268,246
Total current assets	1,580,347	2,282,586
Investments held in Trust Account	280,575,914	276,057,333
Total Assets	282,156,261	278,339,919
Current liabilities:
Accounts payable	7,324	37,663
Accrued expenses	638,558	216,800
Total current liabilities	645,882	254,463
Working Capital Loan—related party	150,000	200,000
Deferred underwriting commissions in connection with the initial public offering	9,660,000	9,660,000
Derivative warrant liabilities	5,361,000	31,853,000
Total Liabilities	15,816,882	41,967,463
Commitments and Contingencies (Note 5)
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at September 30, 2022 and December 31, 2021
Additional paid-in capital	0	0
Accumulated deficit	(11,377,225)	(39,628,234)
Total shareholders' deficit	(11,376,535)	(39,627,544)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)	282,156,261	278,339,919
Class A ordinary shares [Member]
Current liabilities:
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.16 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively	277,715,914	276,000,000
Shareholders' Deficit
Common stock	0	0
Class B ordinary shares [Member]
Shareholders' Deficit
Common stock	$ 690	$ 690

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preference stock, Par or stated value per share	$ 0.0001	$ 0.0001
Preference stock, Shares authorized	1,000,000	1,000,000
Preference stock, Shares issued	0	0
Preference stock, Shares outstanding	0	0
Class A ordinary shares [Member]
Temporary equity shares issued	27,600,000	27,600,000
Temporary equity shares outstanding	27,600,000	27,600,000
Temporary equity redemption value per share	$ 10.16	$ 10
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	27,600,000	27,600,000
Common stock, shares outstanding	27,600,000	27,600,000
Class A ordinary shares [Member] | Not Subject To Redemption [Member]
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B ordinary shares [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	6,900,000	6,900,000
Common stock, shares outstanding	6,900,000	6,900,000

Condensed Statements of Operati

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
General and administrative expenses	$ 156,734	$ 104,269	$ 138,376	$ 913,658
Administrative expenses—related party	60,000	40,000	40,000	180,000
Loss from operations	(216,734)	(144,269)	(178,376)	(1,093,658)
Other income (expenses):
Change in fair value of derivative warrant liabilities	1,529,400	961,800	961,800	26,970,400
Change in fair value of Working Capital Loan—related party	0	0	0	50,000
Offering costs associated with derivative warrant liabilities	0	(889,172)	(889,172)	0
Income from investments held in Trust Account	1,258,734	30,820	30,820	1,758,581
Total other income	2,788,134	103,448	103,448	28,778,981
Net income (loss)	$ 2,571,400	$ (40,821)	$ (74,928)	$ 27,685,323
Common Class A [Member]
Other income (expenses):
Weighted average shares outstanding basic	27,600,000	13,500,000	6,369,231	27,600,000
Weighted average shares outstanding of diluted	27,600,000	13,500,000	6,369,231	27,600,000
Basic net income (loss) per share	$ 0.07	$ 0	$ (0.01)	$ 0.8
Diluted net income (loss) per share	$ 0.07	$ 0	$ (0.01)	$ 0.8
Common Class B [Member]
Other income (expenses):
Weighted average shares outstanding basic	6,900,000	6,440,217	5,869,231	6,900,000
Weighted average shares outstanding of diluted	6,900,000	6,440,217	5,869,231	6,900,000
Basic net income (loss) per share	$ 0.07	$ 0	$ (0.01)	$ 0.8
Diluted net income (loss) per share	$ 0.07	$ 0	$ (0.01)	$ 0.8

Condensed Statements of Changes

Condensed Statements of Changes in Shareholders' Deficit - USD ($)	Total	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Common Stock [Member] Class A ordinary shares [Member]	Common Stock [Member] Class B ordinary shares [Member]
Beginning balance at Mar. 18, 2021				$ 0
Beginning balance, shares at Mar. 18, 2021				0	0
Issuance of Class B ordinary shares to Sponsor	25,000	24,310	0		$ 690
Issuance of Class B ordinary shares to Sponsor, shares					6,900,000
Net income (loss)	(18,572)	0	(18,572)
Ending balance at Mar. 31, 2021	6,428	24,310	(18,572)	$ 0	$ 690
Ending balance, shares at Mar. 31, 2021				0	6,900,000
Beginning balance at Mar. 18, 2021				$ 0
Beginning balance, shares at Mar. 18, 2021				0	0
Net income (loss)	(74,928)
Ending balance at Sep. 30, 2021	(30,215,822)	0	(30,216,512)	$ 0	$ 690
Ending balance, shares at Sep. 30, 2021				0	6,900,000
Beginning balance at Mar. 31, 2021	6,428	24,310	(18,572)	$ 0	$ 690
Beginning balance, shares at Mar. 31, 2021				0	6,900,000
Net income (loss)	(15,535)	0	(15,535)
Ending balance at Jun. 30, 2021	(9,107)	24,310	(34,107)	$ 0	$ 690
Ending balance, shares at Jun. 30, 2021				0	6,900,000
Remeasurement of Class A ordinary shares subject to possible redemption amount	(30,165,894)	(24,310)	(30,141,584)
Net income (loss)	(40,821)		(40,821)
Ending balance at Sep. 30, 2021	(30,215,822)	0	(30,216,512)	$ 0	$ 690
Ending balance, shares at Sep. 30, 2021				0	6,900,000
Beginning balance at Dec. 31, 2021	(39,627,544)		(39,628,234)	$ 0	$ 690
Beginning balance, shares at Dec. 31, 2021				0	6,900,000
Net income (loss)	12,415,743	0	12,415,743
Ending balance at Mar. 31, 2022	(27,211,801)	0	(27,212,491)	$ 0	$ 690
Ending balance, shares at Mar. 31, 2022				0	6,900,000
Beginning balance at Dec. 31, 2021	(39,627,544)		(39,628,234)	$ 0	$ 690
Beginning balance, shares at Dec. 31, 2021				0	6,900,000
Net income (loss)	27,685,323
Ending balance at Sep. 30, 2022	(11,376,535)	0	(11,377,225)	$ 0	$ 690
Ending balance, shares at Sep. 30, 2022				0	6,900,000
Beginning balance at Mar. 31, 2022	(27,211,801)	0	(27,212,491)	$ 0	$ 690
Beginning balance, shares at Mar. 31, 2022				0	6,900,000
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption	(457,180)		(457,180)
Net income (loss)	12,698,180	0	12,698,180
Ending balance at Jun. 30, 2022	(14,970,801)	0	(14,971,491)	$ 0	$ 690
Ending balance, shares at Jun. 30, 2022				0	6,900,000
Excess of cash received over fair value of private placement warrants	2,281,600	2,281,600	0
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption	(1,258,734)	(2,281,600)	1,022,866
Net income (loss)	2,571,400		2,571,400
Ending balance at Sep. 30, 2022	$ (11,376,535)	$ 0	$ (11,377,225)	$ 0	$ 690
Ending balance, shares at Sep. 30, 2022				0	6,900,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)		3 Months Ended			6 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (18,572)	$ 2,571,400	$ 12,415,743	$ (40,821)	$ (74,928)	$ 27,685,323
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(1,529,400)		(961,800)	(961,800)	(26,970,400)
Change in fair value of Working Capital Loan—related party		0		0	0	(50,000)
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares					25,000	0
Income from investments held in Trust Account					(30,820)	(1,758,581)
Offering costs associated with derivative warrant liabilities		0		889,172	889,172	0
Changes in operating assets and liabilities:
Prepaid expenses					(339,830)	111,579
Accounts payable					47,565	(30,339)
Accrued expenses					(30,132)	421,758
Net cash used in operating activities					(475,773)	(590,660)
Cash Flows from Investing Activities:
Cash deposited in Trust Account					(276,000,000)	(2,760,000)
Net cash used in investing activities					(276,000,000)	(2,760,000)
Cash Flows from Financing Activities:
Proceeds from Working Capital Loan—related party					150,000	0
Proceeds received from initial public offering, gross					276,000,000	0
Proceeds received from private placement					8,520,000	2,760,000
Offering costs paid					(5,899,866)	0
Net cash provided by financing activities					278,770,134	2,760,000
Net change in cash					2,294,361	(590,660)
Cash—beginning of the period	$ 0		$ 2,014,340		0	2,014,340	$ 0
Cash—end of the period		$ 1,423,680		$ 2,294,361	2,294,361	1,423,680	$ 2,014,340
Supplemental disclosure of non-cash financing activities:
Offering costs included in accrued expenses					177,200	0
Deferred underwriting commissions in connection with the initial public offering					9,660,000
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption					$ 0	$ 1,715,914

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Kensington Capital Acquisition Corp. V (the “Company”) was incorporated on March 19, 2021 as a Cayman Islands exempted company. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (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 19, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, its search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Kensington Capital Sponsor V LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 12, 2021. On August 17, 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”), which includes the exercise in full of the underwriters’ option to purchase 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.7 million, of which approximately $9.7 million and approximately $889,000 was for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Initial Private Placement” and together with the Additional Private Placement (as defined below), the “Private Placements”) of warrants (each, a “Private Placement Warrant” and collectively with the Additional Private Placement Warrants (as defined below), the “Private Placement Warrants”) at a price of per Private Placement Warrant to the Sponsor, generating proceeds of approximately million (see Note 4). Upon closing of the Initial Public Offering and the Initial Private Placement, per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Initial Private Placement were placed in a trust account (the “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 set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 2a-7 On August 4, 2022, the Company consummated the private placement (the “Additional Private Placement”) of warrants (each, an “Additional Private Placement Warrant” and collectively, the “Additional Private Placement Warrants”) at a price of per Additional Private Placement Warrant, generating total proceeds of . The Additional Private Placement Warrants were purchased by the Sponsor and are substantially similar to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. The Additional Private Placement Warrants have been issued pursuant to, and are governed by, the Warrant Agreement that the Company entered into at the time of the Initial Public Offering. The proceeds received by the Company in connection with the issuance of the Additional Private Placement Warrants have been deposited in the Trust Account. In accordance with the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles”), the Combination Period (as defined below) was extended by six months to February 17, 2023. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the 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 must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide holders of the Company’s outstanding Class A ordinary shares, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at to be $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. The per-share If a shareholder vote is not required by applicable law or stock exchange rule and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rule, or the Company decides to obtain shareholder approval for business or 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 without voting, and if they do vote, 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) agreed to vote any Founder Shares (as defined below in Note 4) and any Public Shares held by them in favor of a Business Combination. The Memorandum and Articles provide 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 and the Company’s officers and directors (the “initial shareholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Memorandum and Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until 12 months from the closing of the Initial Public Offering to consummate the initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 12 months, the Company may, by resolution of its board of directors at the option of the Sponsor, extend the period of time the Company will have to consummate an initial Business Combination up to two times, each by an additional 6 months (for a total of up to an additional 12 months from the closing of the Initial Public Offering), subject to the Sponsor purchasing additional Private Placement Warrants. The Company’s shareholders will not be entitled to vote on or redeem their shares in connection with any such extension. Pursuant to the terms of the Memorandum and Articles, in order to extend the period of time to consummate an initial Business Combination in such a manner, the Sponsor must purchase an additional price of $0.75 per warrant, and deposit $0.10 per each Unit (for an aggregate of approximately $2.8 million), in proceeds into the Trust Account on or prior to the date of the applicable deadline, for each 6-month If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or February 17, 2023, which is extendable at the Sponsor’s option for an additional six months as described above (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, net of taxes payable (less up to The initial shareholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them 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 will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the 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, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed 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 (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to 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, prospective target businesses and 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. 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 This may make comparison of the Company’s financial statement 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $1.4 million in its operating bank account and a working capital of approximately $0.9 million. The Company’s liquidity needs through September 30, 2022 were satisfied through the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 4), and the loan from the Sponsor of approximately $150,000 under the Note (as defined in Note 4), which was converted into a Working Capital Loan (as defined in Note 4) on August 17, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Initial 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 the Company Working Capital Loans (see Note 4). As of September 30, 2022 and December 31, 2021, the fair value of the Working Capital Loan was In connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15,

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K”) 10-K. Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers 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 does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 20,700,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 15,040,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. non-current Working Capital Loan-Related Party The Company has elected the fair value option to account for its Working Capital Loan with its Sponsor as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records the loan fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan reported in the condensed statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. Offering Costs Associated with 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 were 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 derivative warrant liabilities were expensed as incurred and presented as non-operating non-current 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 Topic 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) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 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 condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption 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 was also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in 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 per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of Class A ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Remeasurement of the redeemable Class A ordinary shares is excluded from net loss 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 September 30, For The Period From (Inception) through 2022 2021 For The Nine Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,057,120 $ 514,280 $ (27,637) $ (13,184) $ 22,148,259 $ 5,537,065 $ (38,995) $ (35,933) Denominator: Basic and diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 13,500,000 6,440,217 27,600,000 6,900,000 6,369,231 5,869,231 Basic and diluted net income (loss) per ordinary share $ 0.07 $ 0.07 $ (0.00) $ (0.00) $ 0.80 $ 0.80 $ (0.01) $ (0.01) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed de minimis as of December 31, 2021 and a full valuation allowance was recorded against it. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 or 2021. 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 financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING On August 17, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, which includes the exercise in full of the underwriters’ option to purchase 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.7 million, of which approximately $9.7 million and approximately $889,000 was for deferred underwriting commissions and offering costs allocated to derivate warrant liabilities, respectively. Each Unit consists of one Class A ordinary share (such shares included in the Units being offered, the “Public Shares”), and three-fourths of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On March 31, 2021, the Sponsor paid $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 7,475,000 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 1,006,250 Class B ordinary shares to the Company for no consideration on August 6, 2021; and (ii) the share issue of 431,250 Class B ordinary shares on August 12, 2021; resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding. The initial shareholders agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters fully exercised the over-allotment on August 17, 2021; 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 (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Initial Private Placement of Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor 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 will be non-redeemable The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the initial Business Combination. On August 4, 2022, the Company consummated the Additional Private Placement of Additional Private Placement Warrants at a price of per Additional Private Placement Warrant, generating total proceeds of . The Additional Private Placement Warrants were purchased by the Sponsor and are substantially similar to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. The Additional Private Placement Warrants have been issued pursuant to, and are governed by, the Warrant Agreement that the Company entered into at the time of the Initial Public Offering. The proceeds received by the Company in connection with the issuance of the Additional Private Placement Warrants have been deposited in the Trust Account. In accordance with the Memorandum and Articles, the Combination Period was extended by six months to February 17, 2023. Related Party Loans On March 24, 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 to a promissory note (the “Note”). This loan was non-interest In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $0.75 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. The Company has drawn $150,000 under the Note, which was converted into a Working Capital Loan. As of September 30, 2022 and December 31, 2021, fair value of this Working Capital Loan was $150,000 and $200,000, respectively, in the accompanying condensed balance sheets. Service and Administrative Fees On August 12, 2021, the Company entered into an agreement with DEHC LLC, an affiliate of the Company’s Chief Financial Officer, pursuant to which the Company agreed to pay for service and administrative fees of $20,000 per month for 18 months (upon completion of the initial Business Combination, any portion of the amounts due that have not yet been paid will accelerate). For the three months ended September 30, 2022 and 2021, the Company incurred $60,000 and $40,000, respectively, for such expenses, included as general and administrative expenses-related party on the statements of operations contained herein. For the nine months ended September 30, 2022 and for the period from March 19, 2021 (inception) through September 30, 2021, the Company incurred $180,000 and $40,000, respectively, for such expenses, included as general and administrative expenses-related party on the statements of operations contained herein. As of September 30, 2022 and December 31, 2021, the Company had no outstanding balance for services in connection with such agreement. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 5. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day 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. $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.

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2022
Temporary Equity Disclosure [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	NOTE 6. 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 100,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holder 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 outstanding, all of which were subject to possible redemption. The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Fair value of Public Warrants at issuance (15,318,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (14,883,816 ) Plus: Remeasurement of Class A ordinary shares subject to possible redemption amount 30,201,816 Class A ordinary shares subject to possible redemption, December 31, 2021 276,000,000 Remeasurement of redemption value of Class A ordinary shares subject to possible redemption 457,180 Class A ordinary shares subject to possible redemption, June 30, 2022 276,457,180 Remeasurement of redemption value of Class A ordinary shares subject to possible redemption 1,258,734 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 277,715,914

Shareholder's Deficit

Shareholder's Deficit	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Shareholder's Deficit	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders; provided that, prior to the completion of the initial Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and remove members of the Company’s board of directors for any reason. Prior to the completion of the initial Business Combination, only holders of the Class B ordinary shares will have the right to vote on the Company’s appointment of directors. Holders of the Public Shares will not be entitled to vote on the Company’s appointment of directors during such time. In addition, prior to the completion of the initial Business Combination, holders of a majority of the outstanding Class B ordinary shares may remove a member of the Company’s board of directors for any reason. These provisions of the Memorandum and Articles may only be amended by a resolution passed by at least two-thirds (2/3) of all holders (which must include a simple majority of the holders of Class B ordinary shares). With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection with the initial Business Combination, holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. 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, on a one-for-one sub-divisions, In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Proposed Offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted

Derivative Warrant Liabilities

Derivative Warrant Liabilities	9 Months Ended
	Sep. 30, 2022
Derivative Warrant Liabilities Disclosure [Abstract]
Derivative Warrant Liabilities	NOTE 8. DERIVATIVE WARRANT LIABILITIES As of September 30, 2022 and December 31, 2021, the Company has 20,700,000 Public Warrants and 15,040,000 Private Placement Warrants outstanding. 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 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the issuance of 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 permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 20 business days, after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a post-effective amendment to the registration statement of which this Report forms a part or a new registration statement covering the issuance of 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; provided, that 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 it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The warrants will have an exercise price of $11.50 per share, subject to adjustments. In addition, if (x) the Company issue additional 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 share (as adjusted for share sub-divisions, The Private Placement Warrants are identical to the Public Warrants, except that (1) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants are non-redeemable, Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants). • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2022 Description Quoted Prices (Level 1) Significant Significant (Level 3) Assets: Investments held in Trust Account-U.S. (1) $ 280,575,338 $ — $ — Liabilities: Derivative warrant liabilities-Public Warrants $ 3,105,000 $ — $ — Derivative warrant liabilities-Private Placement Warrants $ — $ — $ 2,256,000 Working Capital Loan-related party $ — $ — $ 150,000 (1) Excludes $576 of cash balance held within the Trust Account December 31, 2021 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account-U.S. $ 276,055,957 $ — $ — Liabilities: Derivative warrant liabilities-Public Warrants $ 20,493,000 $ — $ — Derivative warrant liabilities-Private Placement Warrants $ — $ — $ 11,360,000 Working Capital Loan-related party $ — $ — $ 200,000 (1) Excludes $1,376 of cash balance held within the Trust Account Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement as a result of the Public Warrants being separately listed and traded in October 2021. Level 1 assets include investments 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. For periods where no observable traded price is available, the fair value of the Public Warrants has been estimated using a Monte Carlo simulation. The estimated fair value of the Private Placement Warrants and Working Capital Loan is determined using Black-Scholes option pricing model. For the three months ended September 30, 2022 and 2021, the Company recognized a non-operating non-operating non-operating The estimated fair value of the Private Placement Warrants and Working Capital Loan, and initial fair value of the Public Warrants, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and a Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate, and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer companies’ ordinary shares that match the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements input for Private Placement Warrants, and Working Capital Loan at their measurement dates: As of September 30, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.97 $ 9.83 Volatility 4.3 % 14.4 % Term (years) 5.38 5.62 Risk-free rate 3.96 % 1.31 % Dividend yield 0.0 % 0.0 % (Note: To determine the fair value of the Working Capital Loan, the Company relied on the inputs of the Private Placement Warrants, as the warrants that would be converted from the Working Capital Loan would be identical to the Private Placement Warrants.) The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from March 19, 2021 (inception) through September 30, 2022, is summarized as follows: Derivative warrant liabilities at March 19, 2021 (inception) $ — Issuance of Public and Private Warrants 23,838,000 Transfer of Public Warrants out of Level 3 (14,697,000 ) Change in fair value of derivative warrant liabilities 2,219,000 Derivative warrant liabilities at December 31, 2021 11,360,000 Change in fair value of derivative warrant liabilities (4,544,000 ) Derivative warrant liabilities at March 31, 2022 (Unaudited) 6,816,000 Change in fair value of derivative warrant liabilities (4,544,000 ) Derivative warrant liabilities at June 30, 2022 (Unaudited) 2,272,000 Issuance of Private Warrants 478,400 Change in fair value of derivative warrant liabilities (494,400 ) Derivative warrant liabilities at September 30, 2022 (Unaudited) $ 2,256,000 The change in the fair value of the Working Capital Loan-related party, measured using Level 3 inputs, for the period from March 19, 2021 (inception) through September 30, 2022, is summarized as follows: Fair value of Working Capital Loan—related party at March 19, 2021 (inception) $ — Initial fair value of Working Capital Loan—related party 150,000 Change in fair value of Working Capital Loan—related party 50,000 Working Capital Loan—related party at December 31, 2021 200,000 Change in fair value of Working Capital Loan—related party (50,000 ) Working Capital Loan—related party at March 31, 2022 (Unaudited) 150,000 Change in fair value of Working Capital Loan—related party — Working Capital Loan—related party at June 30, 2022 (Unaudited) 150,000 Change in fair value of Working Capital Loan—related party — Working Capital Loan—related party at September 30, 2022 (Unaudited) $ 150,000

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 up to the date unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the unaudited condensed financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of Presentation The accompanying condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K”) 10-K.
Use of estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2022 and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
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 Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair value of financial instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers 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 does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 20,700,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 15,040,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. non-current
Working Capital Loan-Related Party	Working Capital Loan-Related Party The Company has elected the fair value option to account for its Working Capital Loan with its Sponsor as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records the loan fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan reported in the condensed statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability.
Offering costs associated with Initial Public Offering	Offering Costs Associated with 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 were 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 derivative warrant liabilities were expensed as incurred and presented as non-operating non-current
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 Topic 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) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 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 condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption 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 was also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in
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 per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of Class A ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Remeasurement of the redeemable Class A ordinary shares is excluded from net loss 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 September 30, For The Period From (Inception) through 2022 2021 For The Nine Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,057,120 $ 514,280 $ (27,637) $ (13,184) $ 22,148,259 $ 5,537,065 $ (38,995) $ (35,933) Denominator: Basic and diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 13,500,000 6,440,217 27,600,000 6,900,000 6,369,231 5,869,231 Basic and diluted net income (loss) per ordinary share $ 0.07 $ 0.07 $ (0.00) $ (0.00) $ 0.80 $ 0.80 $ (0.01) $ (0.01)
Income taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed de minimis as of December 31, 2021 and a full valuation allowance was recorded against it. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 or 2021. 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 financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent accounting pronouncements	Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of basic and diluted net income (loss) per common 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 September 30, For The Period From (Inception) through 2022 2021 For The Nine Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,057,120 $ 514,280 $ (27,637) $ (13,184) $ 22,148,259 $ 5,537,065 $ (38,995) $ (35,933) Denominator: Basic and diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 13,500,000 6,440,217 27,600,000 6,900,000 6,369,231 5,869,231 Basic and diluted net income (loss) per ordinary share $ 0.07 $ 0.07 $ (0.00) $ (0.00) $ 0.80 $ 0.80 $ (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
Temporary Equity Disclosure [Abstract]
Summary of Class A Common Stock Subject to Possible Redemption	The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Fair value of Public Warrants at issuance (15,318,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (14,883,816 ) Plus: Remeasurement of Class A ordinary shares subject to possible redemption amount 30,201,816 Class A ordinary shares subject to possible redemption, December 31, 2021 276,000,000 Remeasurement of redemption value of Class A ordinary shares subject to possible redemption 457,180 Class A ordinary shares subject to possible redemption, June 30, 2022 276,457,180 Remeasurement of redemption value of Class A ordinary shares subject to possible redemption 1,258,734 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 277,715,914

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Summary of assets and liabilities that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2022 Description Quoted Prices (Level 1) Significant Significant (Level 3) Assets: Investments held in Trust Account-U.S. (1) $ 280,575,338 $ — $ — Liabilities: Derivative warrant liabilities-Public Warrants $ 3,105,000 $ — $ — Derivative warrant liabilities-Private Placement Warrants $ — $ — $ 2,256,000 Working Capital Loan-related party $ — $ — $ 150,000 (1) Excludes $576 of cash balance held within the Trust Account December 31, 2021 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account-U.S. $ 276,055,957 $ — $ — Liabilities: Derivative warrant liabilities-Public Warrants $ 20,493,000 $ — $ — Derivative warrant liabilities-Private Placement Warrants $ — $ — $ 11,360,000 Working Capital Loan-related party $ — $ — $ 200,000 (1) Excludes $1,376 of cash balance held within the Trust Account
Summary of quantitative information regarding Level 3 fair value measurements input	The following table provides quantitative information regarding Level 3 fair value measurements input for Private Placement Warrants, and Working Capital Loan at their measurement dates: As of September 30, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.97 $ 9.83 Volatility 4.3 % 14.4 % Term (years) 5.38 5.62 Risk-free rate 3.96 % 1.31 % Dividend yield 0.0 % 0.0 %
Summary of fair value of the derivative liabilities, measured using Level 3 inputs,	The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from March 19, 2021 (inception) through September 30, 2022, is summarized as follows: Derivative warrant liabilities at March 19, 2021 (inception) $ — Issuance of Public and Private Warrants 23,838,000 Transfer of Public Warrants out of Level 3 (14,697,000 ) Change in fair value of derivative warrant liabilities 2,219,000 Derivative warrant liabilities at December 31, 2021 11,360,000 Change in fair value of derivative warrant liabilities (4,544,000 ) Derivative warrant liabilities at March 31, 2022 (Unaudited) 6,816,000 Change in fair value of derivative warrant liabilities (4,544,000 ) Derivative warrant liabilities at June 30, 2022 (Unaudited) 2,272,000 Issuance of Private Warrants 478,400 Change in fair value of derivative warrant liabilities (494,400 ) Derivative warrant liabilities at September 30, 2022 (Unaudited) $ 2,256,000
Summary of change in the fair value of the Working Capital Loan – related party, measured using Level 3 inputs	The change in the fair value of the Working Capital Loan-related party, measured using Level 3 inputs, for the period from March 19, 2021 (inception) through September 30, 2022, is summarized as follows: Fair value of Working Capital Loan—related party at March 19, 2021 (inception) $ — Initial fair value of Working Capital Loan—related party 150,000 Change in fair value of Working Capital Loan—related party 50,000 Working Capital Loan—related party at December 31, 2021 200,000 Change in fair value of Working Capital Loan—related party (50,000 ) Working Capital Loan—related party at March 31, 2022 (Unaudited) 150,000 Change in fair value of Working Capital Loan—related party — Working Capital Loan—related party at June 30, 2022 (Unaudited) 150,000 Change in fair value of Working Capital Loan—related party — Working Capital Loan—related party at September 30, 2022 (Unaudited) $ 150,000

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)				6 Months Ended	9 Months Ended
	Aug. 17, 2022	Aug. 04, 2022	Aug. 17, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Aug. 16, 2022
Entity incorporation, date of incorporation					Mar. 19, 2021
Proceeds from issuance of IPO				$ 276,000,000	$ 0
Deferred underwriting commissions					9,660,000	$ 9,660,000
Proceeds From Issuance Of Warrants				8,520,000	2,760,000
Payment to acquire restricted investments				$ 276,000,000	$ 2,760,000
Share Price					$ 10
Restricted investments term	185 days
Percentage of redeeming shares of public shares without the company's prior written consent					15%
Percentage of public shares to be redeemed on non completion of business combination					100%
Lock in date for redemption of public shares after closing of IPO					18 months
Redemption of public shares after closing of IPO date					Feb. 17, 2023
Dissolution expense	$ 100,000
Cash					$ 1,423,680	2,014,340
Working capital (deficit)					$ 900,000
Period within which initial business combination shall be consummated from the closing of initial public offering					12 months
Anticipated period within which initial business combination shall not be able to consummate					12 months
Extended each by additional period within which initial business combination shall be consummate with the option of sponsor					6 months
Extended total additional period within which initial business combination shall be consummate with the option of sponsor					12 months
Extended period for redemption of public shares after clsoing of IPO with the option of sponsor					6 months
Per share value of residual assets remaining available for distribution					$ 10
Working Capital Loan - related party					$ 150,000	200,000
Percentage of excise tax on repurchases of stock							1%
Percentage of amount of excise tax is equal to amount of fair market value of the shares repurchased							1%
Post Business Combination Target Company [Member]
Business acquisition, percentage of voting interests acquired					50%
Working Capital Loan [Member]
Debt instrument amount					$ 2,000,000
Minimum [Member]
Percentage of fair market value of target business to asset held in trust account					80%
Net tangible assets required for consummation of business combination					$ 5,000,001
Per share amount to be maintained in the trust account					$ 10
Maximum [Member]
Per share amount to be maintained in the trust account					$ 10
Private Placement Warrants [Member]
Stock issued during period shares			15,040,000
Sponsor [Member] | Working Capital Loan [Member]
Debt instrument amount			$ 150,000
Working Capital Loan - related party					$ 150,000	200,000
Sponsor [Member] | Extend Period of Time for Business Combination [Member]
Deposit amount per each unit					$ 0.1
Sponsor [Member] | Founder Shares [Member]
Proceeds from Issuance of Common Stock					$ 25,000
Sponsor [Member] | Private Placement Warrants [Member]
Class of warrant or right, issued during the period		3,680,000	11,360,000
Class of warrant or right, issue price		$ 0.75	$ 0.75
Proceeds From Issuance Of Warrants		$ 2,760,000	$ 8,500,000
Class Of Warrants Or Rights Issued During The Period		3,680,000
Sponsor [Member] | Private Placement Warrants [Member] | Extend Period of Time for Business Combination [Member]
Class of warrant or right, issued during the period					3,680,000
Class of warrant or right, issue price					$ 0.75
Proceeds From Issuance Of Warrants					$ 2,800,000
Class of warrant or right, option to accelerate its purchase of warrants at any time following the IPO and prior to consummation of initial business combination					7,360,000
IPO [Member]
Payment to acquire restricted investments			$ 276,000,000
Share Price			$ 10
Class A ordinary shares [Member]
Stock issued during period shares			3,600,000
Proceeds from issuance of IPO						$ 276,000,000
Common Stock par value					$ 0.0001	$ 0.0001
Class A ordinary shares [Member] | IPO [Member]
Stock issued during period shares			27,600,000
Shares issued price per share			$ 10
Proceeds from issuance of IPO			$ 276,000,000
Stock issuance costs			15,700,000
Deferred underwriting commissions			9,700,000
Offering costs allocated to derivative warrant liabilities			$ 889,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)		9 Months Ended
	Aug. 17, 2021	Sep. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
FDIC insured amount		$ 250,000
Cash equivalents		0	$ 0
Unrecognized tax benefits		0	0
Accrued for interest and penalties		$ 0	$ 0
Term Of Restricted Investments		185 days
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Stock issued during period shares	20,700,000
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Stock issued during period shares	15,040,000
Class A ordinary shares [Member]
Class of Warrant or Right [Line Items]
Number of common stock into which the class of warrant or right may be converted		35,740,000
Temporary equity shares issued		27,600,000	27,600,000
Stock issued during period shares	3,600,000

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($)		3 Months Ended					6 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Numerator:
Allocation of net income (loss)	$ (18,572)	$ 2,571,400	$ 12,698,180	$ 12,415,743	$ (40,821)	$ (15,535)	$ (74,928)	$ 27,685,323
Common Class A [Member]
Denominator:
Weighted Average Number of Shares Outstanding, Basic		27,600,000			13,500,000		6,369,231	27,600,000
Weighted Average Number of Shares Outstanding, Diluted		27,600,000			13,500,000		6,369,231	27,600,000
Basic net income (loss) per ordinary share		$ 0.07			$ 0		$ (0.01)	$ 0.8
Diluted net income (loss) per ordinary share		$ 0.07			$ 0		$ (0.01)	$ 0.8
Common Class A [Member] | Common Stock Subject To Possible Redemption [Member]
Numerator:
Allocation of net income (loss)		$ 2,057,120			$ (27,637)		$ (38,995)	$ 22,148,259
Denominator:
Weighted Average Number of Shares Outstanding, Basic		27,600,000			13,500,000		6,369,231	27,600,000
Weighted Average Number of Shares Outstanding, Diluted		27,600,000			13,500,000		6,369,231	27,600,000
Basic net income (loss) per ordinary share		$ 0.07			$ 0		$ (0.01)	$ 0.8
Diluted net income (loss) per ordinary share		$ 0.07			$ 0		$ (0.01)	$ 0.8
Common Class B [Member]
Denominator:
Weighted Average Number of Shares Outstanding, Basic		6,900,000			6,440,217		5,869,231	6,900,000
Weighted Average Number of Shares Outstanding, Diluted		6,900,000			6,440,217		5,869,231	6,900,000
Basic net income (loss) per ordinary share		$ 0.07			$ 0		$ (0.01)	$ 0.8
Diluted net income (loss) per ordinary share		$ 0.07			$ 0		$ (0.01)	$ 0.8
Common Class B [Member] | Non Redeemable Common Stock [Member]
Numerator:
Allocation of net income (loss)		$ 514,280			$ (13,184)		$ (35,933)	$ 5,537,065
Denominator:
Weighted Average Number of Shares Outstanding, Basic		6,900,000			6,440,217		5,869,231	6,900,000
Weighted Average Number of Shares Outstanding, Diluted		6,900,000			6,440,217		5,869,231	6,900,000
Basic net income (loss) per ordinary share		$ 0.07			$ 0		$ (0.01)	$ 0.8
Diluted net income (loss) per ordinary share		$ 0.07			$ 0		$ (0.01)	$ 0.8

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)		6 Months Ended	9 Months Ended
	Aug. 17, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Proceeds from issuance initial public offering		$ 276,000,000	$ 0
Deferred underwriting commissions noncurrent			$ 9,660,000	$ 9,660,000
Stock conversion basis			one-for-one basis
Public Warrants [Member]
Stock issued during period shares	20,700,000
Common Class A [Member]
Stock issued during period shares	3,600,000
Proceeds from issuance initial public offering				$ 276,000,000
Stock conversion basis	Each Unit consists of one Class A ordinary share (such shares included in the Units being offered, the “Public Shares”), and three-fourths of one redeemable warrant (each, a “Public Warrant”).
Common Class A [Member] | Public Warrants [Member]
Class of warrant or right, Number of securities called by each warrant or right	1
Class of warrant or right, Exercise price of warrants or rights	$ 11.5
IPO [Member] | Common Class A [Member]
Stock issued during period shares	27,600,000
Shares issued price per share	$ 10
Proceeds from issuance initial public offering	$ 276,000,000
Stock issuance costs	15,700,000
Deferred underwriting commissions noncurrent	9,700,000
Offering costs allocated to derivate warrant liabilities	$ 889,000
Over-Allotment Option [Member] | Common Class A [Member]
Stock issued during period shares	3,600,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)							3 Months Ended		6 Months Ended	9 Months Ended
	Aug. 04, 2022	Aug. 17, 2021	Aug. 12, 2021	Aug. 06, 2021	Mar. 31, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Mar. 24, 2021
Related Party Transaction [Line Items]
Stock issued during period for services, Value						$ 25,000
Founder Shares, Lock in period										1 year
Share price							$ 10			$ 10
Proceeds from issuance of warrants									$ 8,520,000	$ 2,760,000
Bank Overdrafts							$ 150,000			150,000
Administrative expenses - related party							60,000	$ 40,000	40,000	180,000
Working Capital Loan - related party							150,000			150,000	$ 200,000
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt instrument, convertible, carrying amount of equity component							$ 2,000,000			$ 2,000,000
Debt instrument, convertible, conversion price							$ 0.75			$ 0.75
Administrative Service Fee [Member]
Related Party Transaction [Line Items]
Administrative expenses - related party							$ 60,000	$ 40,000	$ 40,000	$ 180,000
Sponsor [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount												$ 300,000
Notes Payable, Related Parties, Current							150,000			150,000
Sponsor [Member] | Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt instrument, convertible, carrying amount of equity component		$ 150,000
Working Capital Loan - related party							$ 150,000			$ 150,000	200,000
Sponsor [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrant or right, issued during the period	3,680,000	11,360,000
Class of warrant or right, issue price	$ 0.75	$ 0.75
Proceeds from issuance of warrants	$ 2,760,000	$ 8,500,000
Lock in period for transfer of warrants from the date Of completion of business combination		30 days
Sponsor [Member] | Share Price Equals Or Exceeds Twelve Per USD [Member]
Related Party Transaction [Line Items]
Share price							$ 12			$ 12
Share transfer restriction, threshold consecutive trading days										20 days
Share transfer restriction, threshold trading days										30 days
Number of days for a particular event to get over for determining trading period										150 days
Chief Executive Officer [Member] | Administrative Service Fee [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction			$ 20,000
Related party transaction settlement period			18 months
Service And Administrative Fee [Member]
Related Party Transaction [Line Items]
Outstanding balance for services in connection with such agreement							$ 0			$ 0	$ 0
Class A ordinary shares [Member]
Related Party Transaction [Line Items]
Common stock, par or stated value per share							$ 0.0001			$ 0.0001	$ 0.0001
Common stock, shares outstanding							27,600,000			27,600,000	27,600,000
Common stock, shares issued							27,600,000			27,600,000	27,600,000
Class A ordinary shares [Member] | Sponsor [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrant or right, Number of securities called by each warrant or right		1
Class of warrant or right, Exercise price of warrants or rights		$ 11.5
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, par or stated value per share							$ 0.0001			$ 0.0001	$ 0.0001
Common stock, shares outstanding							6,900,000			6,900,000	6,900,000
Common stock, shares issued							6,900,000			6,900,000	6,900,000
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period for services, Value					$ 25,000
Stock issued during period for services, Shares					7,475,000
Common stock, par or stated value per share					$ 0.0001	$ 0.0001
Stock Repurchased During Period, Shares				1,006,250
Stock Repurchased During Period, Value				$ 0
Common stock, shares outstanding		900,000
Percentage of ownership held by initial shareholders											20%
Common stock, shares issued			431,250
Common Class B [Member] | Sponsor [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding				6,900,000
Common Stock, Other Shares, Outstanding											900,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Deferred underwriting discount per unit	$ 0.2
Deferred underwriting discount	$ 5,500,000
Deferred underwriting commission per unit	$ 0.35
Deferred underwriting commissions	$ 9,660,000	$ 9,660,000
Over-Allotment Option [Member]
Overallotment option vesting period	45 days
Common stock shares subscribed but not yet issued	3,600,000

Class A Ordinary Shares Subje_3

Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Temporary equity shares authorized	100,000,000
Temporary equity, par value	$ 0.0001
Temporary equity shares outstanding	27,600,000	27,600,000

Class A Ordinary Shares Subje_4

Class A Ordinary Shares Subject to Possible Redemption - Summary Of Class A Ordinary Shares Subject To Possible Redemption (Detail) - USD ($)	3 Months Ended	6 Months Ended		9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Gross proceeds			$ 276,000,000	$ 0
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds					$ 276,000,000
Less:
Fair value of Public Warrants at issuance					(15,318,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption					(14,883,816)
Plus:
Remeasurement of Class A ordinary shares subject to possible redemption amount					30,201,816
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption	$ 1,258,734	$ 457,180
Class A ordinary shares subject to possible redemption	$ 277,715,914	$ 276,457,180		$ 277,715,914	$ 276,000,000

Shareholder's Deficit - Additio

Shareholder's Deficit - Additional Information (Detail) - $ / shares		9 Months Ended
	Aug. 17, 2021	Sep. 30, 2022	Dec. 31, 2021
Preference stock, Par or stated value per share		$ 0.0001	$ 0.0001
Preference stock, Shares authorized		1,000,000	1,000,000
Preference stock, Shares issued		0	0
Preference stock, Shares outstanding		0	0
Common stock, Voting rights		one vote
Common stock, Conversion basis		one-for-one basis
Common Class A [Member]
Common stock, par or stated value per share		$ 0.0001	$ 0.0001
Common stock, shares authorized		100,000,000	100,000,000
Common stock, shares issued		27,600,000	27,600,000
Common stock, shares outstanding		27,600,000	27,600,000
Common stock, Conversion basis	Each Unit consists of one Class A ordinary share (such shares included in the Units being offered, the “Public Shares”), and three-fourths of one redeemable warrant (each, a “Public Warrant”).
Common Class A [Member] | IPO [Member]
Percentage of common stock outstanding after conversion		20%
Common Class B [Member]
Common stock, par or stated value per share		$ 0.0001	$ 0.0001
Common stock, shares authorized		10,000,000	10,000,000
Common stock, shares issued		6,900,000	6,900,000
Common stock, shares outstanding		6,900,000	6,900,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Aug. 17, 2021
Share price	$ 10
Number of days after closing of the initial business combination within which the securities shall be filed	20 days
Number of days following the initial business combination within which securities registration shall be declared effective	60 days
Percentage of gross proceeds from equity issuance to total equity proceeds	60%
Warrant [Member]
Exercise price of warrants	$ 11.5
Share Price Less Than Nine Point Twenty Per USD [Member]
Share price	$ 9.2
Share Price Less Than Nine Point Twenty Per USD [Member] | Warrant [Member]
Class of warrant or right, Exercise price adjustment percentage	115%
Share Price Equals Or Exceeds Eighteen Per USD [Member] | Warrant [Member]
Class of warrant or right, Exercise price adjustment percentage	180%
Class A ordinary shares [Member]
Number of consecutive trading days for determining the share price	30 days
Number of trading days for determining the share price	20 days
Number of consecutive trading days determining volume weighted average trading price of shares	20 days
Class A ordinary shares [Member] | Share Price Below Nine Point Twenty Per USD [Member]
Volume weighted average trading price of shares	$ 9.2
Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Class A ordinary shares [Member]
Share price	18
Redemption Trigger Price [Member] | Class A ordinary shares [Member]
Share price	$ 18
Public Warrants [Member]
Class of warrants or rights outstanding	20,700,000	20,700,000
Warrants and rights outstanding, term	5 years
Class of warrants redemption price per unit	$ 0.01
Class of warrant or right, Number of days after which warrants or rights become exercisable	30 days
Minimum notice period to be given to the holders of warrants	30 days
Public Warrants [Member] | Class A ordinary shares [Member]
Exercise price of warrants			$ 11.5
Private Placement Warrants [Member]
Class of warrants or rights outstanding	15,040,000	15,040,000
Private Placement Warrants [Member] | Class A ordinary shares [Member]
Lock in period	30 days

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Change in fair value of derivative warrant liabilities	$ (1,529,400)	$ (961,800)	$ (961,800)	$ (26,970,400)
Change in fair value of Working Capital Loan—related party	0	0	0	50,000
Derivative Warrant Liabilities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Change in fair value of derivative warrant liabilities	$ 1,500,000	$ 1,000,000	$ 1,000,000	$ 27,000,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets and Liabilities at Fair Value on Recurring Basis (Detail) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
Investments held in Trust Account	$ 280,575,914	$ 276,057,333
Liabilities:
Working Capital Loan - related party	150,000	200,000
Level 1 [Member] | Fair Value, Recurring [Member] | US Treasury Securities [Member]
Assets:
Investments held in Trust Account	280,575,338	276,055,957
Level 1 [Member] | Public Warrants [Member] | Fair Value, Recurring [Member]
Liabilities:
Derivative warrant liabilities	3,105,000	20,493,000
Level 3 [Member] | Fair Value, Recurring [Member]
Liabilities:
Working Capital Loan - related party	150,000	200,000
Level 3 [Member] | Public Warrants [Member] | Fair Value, Recurring [Member]
Liabilities:
Derivative warrant liabilities	0	0
Level 3 [Member] | Private Placement Warrants [Member] | Fair Value, Recurring [Member]
Liabilities:
Derivative warrant liabilities	$ 2,256,000	$ 11,360,000

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Assets and Liabilities at Fair Value on Recurring Basis (Parenthetical) (Detail) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Investments held in Trust Account	$ 280,575,914	$ 276,057,333
Cash [Member]
Investments held in Trust Account	$ 576	$ 1,376

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs (Detail) - Level 3 [Member]	Sep. 30, 2022 yr	Dec. 31, 2021 yr
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Significant Unobservable Input Liabilities	11.5	11.5
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Significant Unobservable Input Liabilities	9.97	9.83
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Significant Unobservable Input Liabilities	4.3	14.4
Term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Significant Unobservable Input Liabilities	5.38	5.62
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Significant Unobservable Input Liabilities	0.0396	0.0131
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Significant Unobservable Input Liabilities	0	0

Fair Value Measurements - Sum_4

Fair Value Measurements - Summary of change in the fair value of the derivative liabilities measured using Level 3 inputs (Detail) - Derivative Warrant Liabilities [Member] - Level 3 [Member] - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities at March 19, 2021 (inception)	$ 2,272,000	$ 6,816,000	$ 11,360,000	$ 0
Issuance of Public and Private Warrants	478,400			23,838,000
Transfer of Public Warrants out of Level 3				(14,697,000)
Change in fair value of derivative warrant liabilities	(494,400)	(4,544,000)	(4,544,000)	2,219,000
Derivative warrant liabilities at September 30, 2022 (Unaudited)	$ 2,256,000	$ 2,272,000	$ 6,816,000	$ 11,360,000

Fair Value Measurements - Sum_5

Fair Value Measurements - Summary of change in the fair value of the Working Capital Loan and Related Party Measured Using Level 3 Inputs (Detail) - Working Capital Loan Related Party [Member] - Level 3 [Member] - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of Working Capital Loan—related party	$ 150,000	$ 150,000	$ 200,000	$ 0
Initial fair value of Working Capital Loan—related party				150,000
Change in fair value of Working Capital Loan—related party	0	0	(50,000)	50,000
Working Capital Loan—related party	$ 150,000	$ 150,000	$ 150,000	$ 200,000