Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 01, 2023 | Jun. 30, 2022 | |
Document And Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | AfterNext HealthTech Acquisition Corp. | ||
Entity Central Index Key | 0001865975 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 242,750,000 | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity File Number | 001-40737 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1595329 | ||
Entity Address, Address Line One | 301 Commerce Street | ||
Entity Address, Address Line Two | Suite 3300 | ||
Entity Address, City or Town | Fort Worth | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 76102 | ||
City Area Code | 212 | ||
Local Phone Number | 405-8458 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Fort Worth, TX 76102 | ||
Auditor Firm ID | 185 | ||
Class A Ordinary Shares | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 25,000,000 | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | AFTR | ||
Security Exchange Name | NYSE | ||
Class F Ordinary Shares | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,250,000 | ||
Class A Ordinary Share and One-third of One Redeemable Warrant | |||
Document And Entity Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, and one-third of one redeemable warrant | ||
Trading Symbol | AFTR.U | ||
Security Exchange Name | NYSE | ||
Redeemable Warrants | |||
Document And Entity 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 $11.50 per share | ||
Trading Symbol | AFTR.WS | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 678,163 | $ 1,738,011 |
Prepaid expenses | 311,265 | 754,204 |
Total current assets | 989,428 | 2,492,215 |
Cash held in Trust Account | 250,000,000 | |
Investments held in trust account | 253,635,404 | 250,000,000 |
Total assets | 254,624,832 | 252,492,215 |
Current liabilities: | ||
Accrued professional fees and other expenses | 154,960 | 189,610 |
Note payable to Sponsor | 2,000,000 | 2,000,000 |
Derivative liabilities | 1,040,000 | 9,100,000 |
Deferred underwriting compensation, current portion | 8,750,000 | |
Total current liabilities | 11,944,960 | 11,289,610 |
Deferred underwriting compensation | 8,750,000 | |
Total liabilities | 11,944,960 | 20,039,610 |
Commitments and contingencies | ||
Class A ordinary shares subject to possible redemption; 25,000,000 shares at December 31, 2022 and 2021 at a redemption value of $10.15 and $10.00 per share, resepectively | 253,635,404 | 250,000,000 |
Shareholders' deficit: | ||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding at December 31, 2022 and 2021 | ||
Accumulated deficit | (10,956,157) | (17,548,020) |
Total shareholders' deficit | (10,955,532) | (17,547,395) |
Total liabilities and shareholders' deficit | 254,624,832 | 252,492,215 |
Class F Ordinary Shares | ||
Shareholders' deficit: | ||
Common shares, value | $ 625 | $ 625 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity shares subject to possible redemption | 25,000,000 | 25,000,000 |
Temporary equity shares redemption per share | $ 10.15 | $ 10 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Temporary equity shares subject to possible redemption | 25,000,000 | 25,000,000 |
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class F Ordinary Shares | ||
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 6,250,000 | 6,250,000 |
Common shares, shares outstanding | 6,250,000 | 6,250,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Professional fees and other expenses | $ 1,284,243 | $ 1,468,137 |
Change in fair value of derivatives | (10,400,000) | (8,060,000) |
Income from operations | 9,115,757 | 6,591,863 |
Interest income | 3,635,404 | |
Net income attributable to ordinary shares | $ 9,115,757 | $ 10,227,267 |
Class A Ordinary Shares | ||
Net income (loss) per ordinary share: | ||
Basic | $ 0.56 | $ 0.33 |
Diluted | $ 0.56 | $ 0.33 |
Weighted average ordinary shares outstanding: | ||
Basic | 13,068,182 | 25,000,000 |
Diluted | 13,068,182 | 25,000,000 |
Class F Ordinary Shares | ||
Net income (loss) per ordinary share: | ||
Basic | $ (2.23) | $ (0.25) |
Diluted | $ (2.23) | $ (0.25) |
Weighted average ordinary shares outstanding: | ||
Basic | 11,120,975 | 6,250,000 |
Diluted | 11,120,975 | 6,250,000 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit - USD ($) | Total | Preferred Shares | Additional Paid-In Capital | Additional Paid-In Capital August 11, 2021 | Additional Paid-In Capital September 25, 2021 | Accumulated Deficit | Class A Ordinary Shares Ordinary Shares | Class F Ordinary Shares Ordinary Shares | Class F Ordinary Shares Ordinary Shares August 11, 2021 | Class F Ordinary Shares Ordinary Shares September 25, 2021 |
Beginning Balance at Apr. 11, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Sale of Class F ordinary shares to Sponsor on May 3, 2021 at $0.001 per share, value | 25,000 | 23,000 | $ 2,000 | |||||||
Sale of Class F ordinary shares to Sponsor on May 3, 2021 at $0.001 per share, shares | 20,000,000 | |||||||||
Class F ordinary shares forfeited by Sponsor | $ 1,281 | $ 94 | $ (1,281) | $ (94) | ||||||
Class F ordinary shares forfeited by Sponsor. Shares | (12,812,500) | (937,500) | ||||||||
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value at December 31, 2021 | (26,688,152) | $ (24,375) | (26,663,777) | |||||||
Net income attributable to ordinary shares | 9,115,757 | 9,115,757 | ||||||||
Ending Balance at Dec. 31, 2021 | (17,547,395) | (17,548,020) | $ 625 | |||||||
Ending Balance, Shares at Dec. 31, 2021 | 6,250,000 | |||||||||
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value at December 31, 2021 | (3,635,404) | (3,635,404) | ||||||||
Net income attributable to ordinary shares | 10,227,267 | 10,227,267 | ||||||||
Ending Balance at Dec. 31, 2022 | $ (10,955,532) | $ (10,956,157) | $ 625 | |||||||
Ending Balance, Shares at Dec. 31, 2022 | 6,250,000 |
Consolidated Statement of Sha_2
Consolidated Statement of Shareholders' Deficit (Parenthetical) - $ / shares | Dec. 31, 2022 | May 03, 2021 |
Statement of Stockholders' Equity [Abstract] | ||
Shares sold, price per share | $ 10 | $ 0.001 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income attributable to ordinary shares | $ 9,115,757 | $ 10,227,267 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (754,204) | 442,939 |
Accrued professional fees and other expenses | 378,613 | (34,650) |
Interest on investments held in Trust Account | (3,635,404) | |
Change in fair value of derivative liabilities | (10,400,000) | (8,060,000) |
Net cash used in operating activities | (1,659,834) | (1,059,848) |
Cash flows from investing activities: | ||
Proceeds deposited into Trust Account | (250,000,000) | |
Net cash used in investing activities | (250,000,000) | |
Cash flows from financing activities: | ||
Proceeds from sale of Class F ordinary shares to Sponsor | 25,000 | |
Proceeds from sale of Units in initial public offering | 250,000,000 | 250,000,000 |
Proceeds from sale of Private Placement Warrants to Sponsor | 7,000,000 | 7,000,000 |
Proceeds of notes payable to Sponsor | 2,750,000 | |
Payment of underwriters discounts | (5,000,000) | |
Payment of accrued offering costs | (627,155) | |
Repayment of notes payable to Sponsor | (750,000) | |
Net cash provided by financing activities | 253,397,845 | |
Net change in cash | 1,738,011 | (1,059,848) |
Cash at beginning of period | 1,738,011 | |
Cash at end of period | 1,738,011 | $ 678,163 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriting compensation | 8,750,000 | |
Accrued offering costs | $ 85,000 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Organization and General AfterNext HealthTech Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 12, 2021 . The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company was formed on April 12, 2021 and as of that date had not commenced operations. On May 3, 2021, the Company was funded with $ 25,000 for which it issued Founder Shares (as defined below). All activity for the period from April 12, 2021 (“Inception”) through December 31, 2022 relates to the Company’s formation, its initial public offering (“Public Offering”), which closed on August 16, 2021 (the “Close Date”), and the identification and evaluation of potential acquisition targets for a Business Combination. The Company will not generate operating revenues prior to the completion of the Business Combination and will generate non-operating income in the form of interest income on Permitted Investments (as defined below) from the proceeds derived from the Public Offering. The Company has selected December 31st as its fiscal year end. Going Concern If the Company does not complete an initial Business Combination within 24 months from the Close Date, the Company will (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem all of the Class A ordinary shares issued in the Public Offering at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”), including interest, net of taxes (less up to $ 100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the shareholder rights of owners of Class A ordinary shares (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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 less than the initial public offering price in the Public Offering. If a Business Combination is not completed within 24 months from the Close Date, the Company does not have sufficient cash flows to satisfy obligations to creditors upon liquidation and therefore, substantial doubt exists about the Company's ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company’s ability to continue as a going concern. Sponsor The Company’s sponsor is AfterNext HealthTech Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”). On May 3, 2021, the Sponsor purchased an aggregate of 20,000,000 Class F ordinary shares (“Founder Shares”) for an aggregate purchase price of $ 25,000 , or approximately $ 0.001 per share. Prior to the Sponsor’s initial investment in the Company of $ 25,000 , the Company had no assets. The purchase price per share of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the Sponsor by the number of Founder Shares issued by the Company. Public Offering The Company intends to finance a Business Combination with proceeds from its Public Offering of units (“Units”) at a price of $ 10.00 per Unit, each consisting of one Class A ordinary share, $ 0.0001 par value, of the Company (“Class A ordinary shares”) and one-third of one redeemable warrant, and proceeds from the sale of private placement warrants at a price of $ 1.50 per warrant (“Private Placement Warrants”). The Trust Account Gross proceeds of $ 250,000,000 and $ 7,000,000 from the Public Offering and the sale of the Private Placement Warrants, respectively, less underwriting discounts of $ 5,000,000 ; and funds of $ 2,000,000 designated to pay the Company’s accrued formation and offering costs, ongoing administrative and acquisition search costs, plus repay notes payable of $ 750,000 to the Sponsor at the Close Date were placed in the Trust Account at the Close Date. On April 6, 2022 , the funds in the Trust Account were invested in specified U.S. government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations (collectively “Permitted Investments”). Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to the Company to pay taxes and up to $ 100,000 of any dissolution expenses. The proceeds from the Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete the Business Combination within 24 months from the close of the Public Offering and (iii) the redemption of all of the Company’s Public Shares if it is unable to complete the Business Combination within 24 months from the close of the Public Offering, subject to applicable law. The remaining proceeds outside the Trust Account may be used to pay business, legal and accounting due diligence on prospective acquisitions, listing fees and continuing general and administrative expenses. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. Although the Company is not limited to, and may pursue targets in, any industry or geography, we intend to focus on industries that complement the Sponsor’s and management team’s background in technology, healthcare and related areas. As used herein, the target business must be with one or more target businesses that together have an aggregate fair market value equal to at least 80 % of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement. After signing a definitive agreement for a Business Combination, the Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares either (i) in connection with a shareholder meeting to approve the Business Combination or (ii) by means of a tender offer. Each Public Shareholder may elect to redeem their shares irrespective of whether they vote for or against the Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be approximately $ 10.00 per Public Share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by any deferred underwriting commissions payable to underwriters. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 , after payment of the deferred underwriting commission. In such an instance, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. The Company has 24 months from the closing date of the Public Offering to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes 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 in the Trust Account and not previously released to the Company to pay its taxes (less up to $ 100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the closing of the Public Offering. However, if the initial shareholders acquire Public Shares after the 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 the Business Combination within the allotted 24-month time period. The underwriters have agreed to waive their rights to any deferred underwriting commission held in the Trust Account in the event the Company does not complete the Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. If the Company fails to complete the Business Combination, the redemption of the Company’s Public Shares will reduce the book value of the shares held by the initial shareholders, who will be the only remaining shareholders after such redemptions. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a Public Shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such ordinary shares are recorded at their redemption amount and classified as temporary equity in accordance with ASC 480, “Distinguishing Liabilities from Equity.” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at December 31, 2022 and 2021 and the results of operations and cash flows for the period presented. Emerging Growth Company 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $ 250,000 . The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurements and Disclosures ,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3. Public Offering) and Private Placement Warrants (as defined below in Note 4. Related Party Transactions) (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change. In addition to the publicly traded warrant price, the following k ey inputs for the valuation models used to calculate the fair value of the Warrant Securities were as follows, December 31, 2022 December 31, 2021 Implied volatility 6 % 12 % Risk-free interest rate 3.90 % 1.30 % Instrument exercise price for one Class A ordinary share $ 11.50 $ 11.50 Expected term 5.6 years 5.6 years Redeemable Ordinary Shares All of the 25,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. The Company incurred offering costs allocated to the Class A ordinary shares contained in the Units sold in connection with the Public Offering primarily consisting of underwriter discounts, accounting and legal services, securities registration expenses and exchange listing fees. Offering costs of $ 14,188,153 allocated to the issuance and sale of the Class A ordinary shares contained in the Units were charged to temporary equity, and offering costs of $ 709,408 allocated to the issuance and sale of the warrants included in the Units were expensed. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share ”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. As of December 31, 2022 and 2021, the Company had outstanding Warrants and Private Placement Warrants to purchase up to 13,000,000 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net income (loss) per ordinary share since the exercise of these instruments is contingent upon the occurrence of future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share. As of December 31, 2022 and 2021, the Company had two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. For the year ended December 31, 2022 and the period from Inception to December 31, 2021, earnings are shared pro rata between the two classes of ordinary shares as follows, For the Year ended December 31, 2022 For the Period from April 12, 2021 (Inception) Class A Class F Class A Class F Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income $ 8,181,814 $ 2,045,453 $ 7,292,606 $ 1,823,151 Accretion on Class A ordinary shares subject to possible redemption — ( 3,635,404 ) — ( 26,663,777 ) $ 8,181,814 $ ( 1,589,951 ) $ 7,292,606 $ ( 24,840,626 ) Denominator: Weighted average ordinary shares outstanding: 25,000,000 6,250,000 13,068,182 11,120,975 Basic and diluted net income (loss) per ordinary share $ 0.33 $ ( 0.25 ) $ 0.56 $ ( 2.23 ) Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. The Company’s Class F ordinary shares were issued subject to a performance condition, namely the occurrence of a Business Combination. This market condition is considered in determining the grant date fair value of these instruments using Monte Carlo simulation. Compensation expense related to the Class F ordinary shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized during the year ended December 31, 2022 or the period from Inception to December 31, 2021. Income Taxes Under ASC 740, “ Income Taxes ,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary 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 of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. 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. 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 at December 31, 2022 and 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 federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Public Offering [Abstract] | |
Public Offering | 3. Public Offering The registration statement for the Company’s initial public offering (“Public Offering”) was declared effective by the United States Securities and Exchange Commission on August 11, 2021. The Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a purchase price of $ 1.50 per warrant, or $ 7,000,000 in the aggregate, in a private placement on the Close Date (the “Private Placement”). In its Public Offering, the Company sold 25,000,000 Units at a price of $ 10.00 per Unit. At the Close Date, $ 250,000,000 was deposited in the Trust Account, representing total proceeds of $ 257,000,000 from the Public Offering and the Private Placement, net of underwriting discounts of $ 5,000,000 and funds designated for operational use of $ 2,000,000 . The Company paid an underwriting discount of 2.00 % of the gross proceeds of the Public Offering, or $ 5,000,000 , to the underwriters at the Close Date, with an additional fee (the “Deferred Discount”) of 3.50 % of the gross proceeds of the Public Offering, or $ 8,750,000 , payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On May 3, 2021, the Sponsor purchased 20,000,000 Founder Shares for an aggregate purchase price of $ 25,000 , or approximately $ 0.001 per share. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Founder Shares issued. On August 6, 2021, the Sponsor transferred 40,000 Class F ordinary shares (Founder Shares) to each of the Company’s independent directors (together, with the Sponsor, the “Initial Shareholders”) at a purchase price of approximately $ 0.004 per share. On August 11, 2021, the Sponsor forfeited 12,812,500 Founder Shares for no consideration. On September 25, 2021, on the expiration of the underwriters’ over-allotment option, the Sponsor forfeited 937,500 Founder Shares for no consideration. As of December 31, 2022 and 2021, there were 6,250,000 Founder Shares outstanding. The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that: • only holders of the Founder Shares have the right to vote on the election of directors prior to the Business Combination; • the Founder Shares are subject to certain transfer restrictions, as described in more detail below; • the initial shareholders and the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the Public Offering. If the Company submits the Business Combination to the Public Shareholders for a vote, the initial shareholders have agreed, pursuant to such letter agreement, to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of the Business Combination; and • the Founder Shares are automatically convertible into Class A ordinary shares on the first business day following the completion of the Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. Additionally, the Sponsor and initial shareholders agreed not to transfer, assign or sell any of its Founder Shares until the earlier of (i) one year after the completion of the Business Combination or (ii) subsequent to the Business Combination, if the last sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (iii) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “Lock Up Period”). Private Placement Warrants On the Close Date, the Sponsor purchased from the Company 4,666,667 Private Placement Warrants at a purchase price of $ 1.50 per warrant, or $ 7,000,000 in the aggregate. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $ 11.50 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the Public Offering. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination. If the Company does not complete the Business Combination within 24 months from the closing of the Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Registration Rights Holders of the Founder Shares and Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company subsequent to its completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $ 10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Independent Financial Advisory Services In connection with the Public Offering, TPG Capital BD, LLC, an affiliate of the Company, acted as the Company’s independent financial advisor as defined under FINRA Rule 5110(j)(9), to provide independent financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with the Public Offering, for which it received a fee of $ 750,000 , which was paid on the Close Date. TPG Capital BD, LLC was engaged to represent the Company’s interests only and is independent of the underwriters. TPG Capital BD, LLC did not act as an underwriter in the Public Offering and did not sell or offer to sell any securities in the Public Offering, nor did it identify or solicit potential investors in the Public Offering. Related Party Note Payable On August 6, 2021 the Company’s Sponsor loaned the Company $ 750,000 under an unsecured promissory note. The funds were used to pay up front expenses associated with the Public Offering. The note was non-interest bearing and was repaid in full to the Sponsor at the Close Date. On November 5, 2021 the Company’s Sponsor loaned the Company $ 2,000,000 under the November 2, 2021 unsecured promissory note discussed below under “ Commitment Letter ”. The note is non-interest bearing. The funds are intended for operating costs and expenses associated with the search for a Business Combination. Administrative Services Agreement On the Close Date, the Company entered into an agreement to pay $ 50,000 a month for office space, administrative and support services to an affiliate of the Sponsor, and will terminate the agreement upon the earlier of a Business Combination or the liquidation of the Company. For the year ended December 31, 2022 and for the period from Inception to December 31, 2021, the Company incurred expenses of $ 600,000 and $ 224,194 under this agreement, respectively. Commitment Letter Effective August 19, 2021, the Sponsor entered into a commitment letter in which it committed to lending funds, if needed, to the Company to timely satisfy any of the Company’s financial obligations or debt service requirements through October 31, 2023 , and further to defer any required repayment of existing loans, or any loans made during the period from the Close Date to October 31, 2023, until after October 31, 2023. Effective November 2, 2021, the Company entered into a promissory note in which the Sponsor committed to lending up to $ 7,000,000 , if needed, to the Company to timely satisfy any of the Company’s financial obligations or debt service requirements through August 16, 2023 , and further to defer any required repayment of existing loans, or any loans made during the period from the Close Date to August 16, 2023, until the earlier of the consummation of a Business Combination or August 16, 2023. |
Investments Held in Trust Accou
Investments Held in Trust Account | 12 Months Ended |
Dec. 31, 2022 | |
Assets Held-in-trust [Abstract] | |
Investments Held in Trust Account | 5. Investments Held in Trust Account Gross proceeds of $ 250,000,000 and $ 7,000,000 from the Public Offering and the sale of the Private Placement Warrants, respectively, less underwriting discounts of $ 5,000,000 ; and funds of $ 2,000,000 designated to pay the Company’s accrued formation and offering costs, ongoing administrative and acquisition search costs, plus repay notes payable of $ 750,000 to the Sponsor at the Close Date were placed in the Trust Account at the Close Date. At December 31, 2022 and December 31, 2021, the balance of funds held in the Trust Account was $ 253,635,404 and $ 250,000,000 , respectively. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Underwriting Compensations [Abstract] | |
Deferred Underwriting Compensation | 6. Deferred Underwriting Compensation The Company is committed to pay the Deferred Discount of 3.50 % of the gross proceeds of the Public Offering, or $ 8,750,000 , to the underwriters upon the Company’s completion of a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount, and no Deferred Discount is payable to the underwriters if a Business Combination is not completed within 24 months after the Close Date. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Deficit | 7. Shareholders’ Deficit Class A Ordinary Shares The Company is currently authorized to issue 500,000,000 Class A ordinary shares. Depending on the terms of a potential Business Combination, the Company may be required to increase the number of authorized Class A ordinary shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of Class A ordinary shares are entitled to one vote for each share with the exception that only holders of Class F ordinary shares have the right to vote on the election of directors prior to the completion of a Business Combination, subject to adjustment as provided in the Company’s amended and restated memorandum and articles of association. At December 31, 2022 and 2021, there were 25,000,000 Class A ordinary shares issued and outstanding, of which 25,000,000 shares were subject to possible redemption and were classified at their redemption value outside of shareholders’ deficit at the balance sheet. Founder Shares The Company is currently authorized to issue 50,000,000 Class F ordinary shares. At December 31, 2022 and 2021, there were 6,250,000 Class F ordinary shares (Founder Shares) issued and outstanding. Preferred Shares The Company is authorized to issue 5,000,000 preferred shares. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors is able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2022 and 2021, there were no preferred shares issued or outstanding. Dividend Policy The Company has not paid and does no t intend to pay any cash dividends on its ordinary shares prior to the completion of the Business Combination. Additionally, the Company’s board of directors does not contemplate or anticipate declaring any stock dividends in the foreseeable future. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 666,667 $ — $ — $ 666,667 Private Placement Warrants — 373,333 — 373,333 Total $ 666,667 $ 373,333 $ — $ 1,040,000 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 5,833,333 $ — $ — $ 5,833,333 Private Placement Warrants — 3,266,667 — 3,266,667 Total $ 5,833,333 $ 3,266,667 $ — $ 9,100,000 The following table presents the changes in the fair value of the Company’s derivative liabilities that are measured at fair value for the year ended December 31, 2022 and for the period from Inception to December 31, 2021. The Company did not hold any derivative liabilities measured at fair value for the period from Inception to the Close Date. Warrants Private Placement Total Liabilities: Fair value at December 31, 2021 $ 5,833,333 $ 3,266,667 $ 9,100,000 Change in fair value ( 5,166,666 ) ( 2,893,334 ) ( 8,060,000 ) Fair value at December 31, 2022 $ 666,667 $ 373,333 $ 1,040,000 Warrants Private Placement Total Liabilities: Fair value when issued (Close Date) $ 12,500,000 $ 7,000,000 $ 19,500,000 Change in fair value ( 6,666,667 ) ( 3,733,333 ) ( 10,400,000 ) Fair value at December 31, 2021 $ 5,833,333 $ 3,266,667 $ 9,100,000 The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used when issued was a market approach. The following table summarizes the changes in the fair value of financial instruments for which the Company has used Level 3 inputs to determine fair value for the period from Inception to December 31, 2021. Warrants Private Placement Total Liabilities: Fair value when issued (Close Date) $ 12,500,000 $ 7,000,000 $ 19,500,000 Change in fair value $ ( 2,338,906 ) ( 1,314,673 ) ( 3,653,579 ) Transfer out of Level 3 ( 10,161,094 ) ( 5,685,327 ) ( 15,846,421 ) Fair value at December 31, 2021 $ — $ — $ — Transfers between Level 3 and Level 1 and Level 3 and Level 2 during the period from Inception to December 31, 2021 occurred due to a change in observable inputs for the related derivatives. Total unrealized gains and losses recorded for Level 3 investments are reported in change in fair value of derivatives on the Statement of Operations for the period from Inception to December 31, 2021. The Company did no t hold any Level 3 financial instruments for the year ended December 31, 2022. There were no transfers between Level 2 and Level 1 for the year ended December 31, 2022 and during the period from Inception to December 31, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events Management has performed an evaluation of subsequent events through the date of issuance of the financial statements, noting no subsequent events which require adjustment or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at December 31, 2022 and 2021 and the results of operations and cash flows for the period presented. |
Emerging Growth Company | Emerging Growth Company 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. |
Cash | Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of December 31, 2022 and 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $ 250,000 . The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurements and Disclosures ,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. |
Fair Value Measurement | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. |
Derivative Liabilities | Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3. Public Offering) and Private Placement Warrants (as defined below in Note 4. Related Party Transactions) (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change. In addition to the publicly traded warrant price, the following k ey inputs for the valuation models used to calculate the fair value of the Warrant Securities were as follows, December 31, 2022 December 31, 2021 Implied volatility 6 % 12 % Risk-free interest rate 3.90 % 1.30 % Instrument exercise price for one Class A ordinary share $ 11.50 $ 11.50 Expected term 5.6 years 5.6 years |
Redeemable Ordinary Shares | Redeemable Ordinary Shares All of the 25,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. The Company incurred offering costs allocated to the Class A ordinary shares contained in the Units sold in connection with the Public Offering primarily consisting of underwriter discounts, accounting and legal services, securities registration expenses and exchange listing fees. Offering costs of $ 14,188,153 allocated to the issuance and sale of the Class A ordinary shares contained in the Units were charged to temporary equity, and offering costs of $ 709,408 allocated to the issuance and sale of the warrants included in the Units were expensed. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share ”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. As of December 31, 2022 and 2021, the Company had outstanding Warrants and Private Placement Warrants to purchase up to 13,000,000 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net income (loss) per ordinary share since the exercise of these instruments is contingent upon the occurrence of future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share. As of December 31, 2022 and 2021, the Company had two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. For the year ended December 31, 2022 and the period from Inception to December 31, 2021, earnings are shared pro rata between the two classes of ordinary shares as follows, For the Year ended December 31, 2022 For the Period from April 12, 2021 (Inception) Class A Class F Class A Class F Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income $ 8,181,814 $ 2,045,453 $ 7,292,606 $ 1,823,151 Accretion on Class A ordinary shares subject to possible redemption — ( 3,635,404 ) — ( 26,663,777 ) $ 8,181,814 $ ( 1,589,951 ) $ 7,292,606 $ ( 24,840,626 ) Denominator: Weighted average ordinary shares outstanding: 25,000,000 6,250,000 13,068,182 11,120,975 Basic and diluted net income (loss) per ordinary share $ 0.33 $ ( 0.25 ) $ 0.56 $ ( 2.23 ) |
Stock Compensation Expense | Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. The Company’s Class F ordinary shares were issued subject to a performance condition, namely the occurrence of a Business Combination. This market condition is considered in determining the grant date fair value of these instruments using Monte Carlo simulation. Compensation expense related to the Class F ordinary shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized during the year ended December 31, 2022 or the period from Inception to December 31, 2021. |
Income Taxes | Income Taxes Under ASC 740, “ Income Taxes ,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary 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 of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. 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. 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 at December 31, 2022 and 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 federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Key Ranges of Inputs for Valuation Models used to Calculate Fair Value of Warrant Securities | ey inputs for the valuation models used to calculate the fair value of the Warrant Securities were as follows, December 31, 2022 December 31, 2021 Implied volatility 6 % 12 % Risk-free interest rate 3.90 % 1.30 % Instrument exercise price for one Class A ordinary share $ 11.50 $ 11.50 Expected term 5.6 years 5.6 years |
Summary of Earnings Shared Pro Rata Between Two Classes of Ordinary Shares | As of December 31, 2022 and 2021, the Company had two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. For the year ended December 31, 2022 and the period from Inception to December 31, 2021, earnings are shared pro rata between the two classes of ordinary shares as follows, For the Year ended December 31, 2022 For the Period from April 12, 2021 (Inception) Class A Class F Class A Class F Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income $ 8,181,814 $ 2,045,453 $ 7,292,606 $ 1,823,151 Accretion on Class A ordinary shares subject to possible redemption — ( 3,635,404 ) — ( 26,663,777 ) $ 8,181,814 $ ( 1,589,951 ) $ 7,292,606 $ ( 24,840,626 ) Denominator: Weighted average ordinary shares outstanding: 25,000,000 6,250,000 13,068,182 11,120,975 Basic and diluted net income (loss) per ordinary share $ 0.33 $ ( 0.25 ) $ 0.56 $ ( 2.23 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Derivative Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 666,667 $ — $ — $ 666,667 Private Placement Warrants — 373,333 — 373,333 Total $ 666,667 $ 373,333 $ — $ 1,040,000 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 5,833,333 $ — $ — $ 5,833,333 Private Placement Warrants — 3,266,667 — 3,266,667 Total $ 5,833,333 $ 3,266,667 $ — $ 9,100,000 |
Schedule of Changes in Fair Value of Derivative Liabilities | The following table presents the changes in the fair value of the Company’s derivative liabilities that are measured at fair value for the year ended December 31, 2022 and for the period from Inception to December 31, 2021. The Company did not hold any derivative liabilities measured at fair value for the period from Inception to the Close Date. Warrants Private Placement Total Liabilities: Fair value at December 31, 2021 $ 5,833,333 $ 3,266,667 $ 9,100,000 Change in fair value ( 5,166,666 ) ( 2,893,334 ) ( 8,060,000 ) Fair value at December 31, 2022 $ 666,667 $ 373,333 $ 1,040,000 Warrants Private Placement Total Liabilities: Fair value when issued (Close Date) $ 12,500,000 $ 7,000,000 $ 19,500,000 Change in fair value ( 6,666,667 ) ( 3,733,333 ) ( 10,400,000 ) Fair value at December 31, 2021 $ 5,833,333 $ 3,266,667 $ 9,100,000 |
Summary of Changes in Fair Value of Financial Instruments Used Level 3 Inputs | The following table summarizes the changes in the fair value of financial instruments for which the Company has used Level 3 inputs to determine fair value for the period from Inception to December 31, 2021. Warrants Private Placement Total Liabilities: Fair value when issued (Close Date) $ 12,500,000 $ 7,000,000 $ 19,500,000 Change in fair value $ ( 2,338,906 ) ( 1,314,673 ) ( 3,653,579 ) Transfer out of Level 3 ( 10,161,094 ) ( 5,685,327 ) ( 15,846,421 ) Fair value at December 31, 2021 $ — $ — $ — |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Aug. 16, 2021 | May 03, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Aug. 06, 2021 | |
Schedule Of Organization And Business Operations [Line Items] | |||||
Entity incorporation date | Apr. 12, 2021 | ||||
Shares sold, price per share | $ 0.001 | $ 10 | |||
Assets | $ 252,492,215 | $ 254,624,832 | |||
Proceeds from sale of Units in initial public offering | $ 250,000,000 | 250,000,000 | 250,000,000 | ||
Proceeds from sale of Private Placement Warrants to Sponsor | 7,000,000 | 7,000,000 | 7,000,000 | ||
Underwriting discounts | 5,000,000 | ||||
Cash | $ 1,738,011 | $ 678,163 | |||
Repay notes payable | $ 750,000 | ||||
Percentage obligation to redeem public shares | 100% | ||||
Trust account amount, price per public share | $ 10 | ||||
Business combination condition, description | The Company has 24 months from the closing date of the Public Offering to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes 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 in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | ||||
Minimum | |||||
Schedule Of Organization And Business Operations [Line Items] | |||||
Percentage of trust account balance equal to target businesses fair market value | 80% | ||||
Intangible assets net of deferred underwriting commission | $ 5,000,001 | ||||
Maximum | |||||
Schedule Of Organization And Business Operations [Line Items] | |||||
Net interest to pay dissolution expenses | $ 100,000 | ||||
Private Placement Warrants | |||||
Schedule Of Organization And Business Operations [Line Items] | |||||
Sale price per warrant | $ 1.50 | ||||
Initial Public Offering | |||||
Schedule Of Organization And Business Operations [Line Items] | |||||
Shares issued | 25,000,000 | ||||
Shares sold, price per share | $ 10 | ||||
Underwriting discounts | $ 5,000,000 | ||||
Private Placement | |||||
Schedule Of Organization And Business Operations [Line Items] | |||||
Cash | $ 2,000,000 | ||||
AfterNext HealthTech Sponsor, Series LLC | |||||
Schedule Of Organization And Business Operations [Line Items] | |||||
Assets | $ 0 | ||||
Class F Ordinary Shares | |||||
Schedule Of Organization And Business Operations [Line Items] | |||||
Stock issued, value | 25,000 | ||||
Ordinary shares, par value | $ 0.0001 | 0.0001 | |||
Class F Ordinary Shares | AfterNext HealthTech Sponsor, Series LLC | |||||
Schedule Of Organization And Business Operations [Line Items] | |||||
Stock issued, value | $ 25,000 | ||||
Shares issued | 20,000,000 | ||||
Shares sold, price per share | $ 0.001 | $ 0.004 | |||
Class A Ordinary Shares | |||||
Schedule Of Organization And Business Operations [Line Items] | |||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |||
Class A Ordinary Shares | Initial Public Offering | |||||
Schedule Of Organization And Business Operations [Line Items] | |||||
Shares issued | 25,000,000 | ||||
Class A Ordinary Shares | AfterNext HealthTech Sponsor, Series LLC | Minimum | |||||
Schedule Of Organization And Business Operations [Line Items] | |||||
Shares sold, price per share | $ 12 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Aug. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Federal depository insurance coverage | $ 250,000 | ||
Offering costs allocated to issuance and sale of warrants | $ 709,408 | ||
Stock-based compensation expense | $ 0 | 0 | |
Accrued interest and penalties | $ 0 | $ 0 | |
Class A Ordinary Shares | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Offering costs allocated to issuance and sale of shares | $ 14,188,153 | ||
Class A Ordinary Shares | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of shares warrants to purchase | 13,000,000 | 13,000,000 | |
Initial Public Offering | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares issued | 25,000,000 | ||
Initial Public Offering | Class A Ordinary Shares | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares issued | 25,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Key Ranges of Inputs for Valuation Models used to Calculate Fair Value of Warrant Securities (Details) | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Measurement Input, Price Volatility | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fair value of warrant securities | 6 | 12 |
Measurement Input, Risk Free Interest Rate | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fair value of warrant securities | 3.90 | 1.30 |
Measurement Input, Exercise Price | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fair value of warrant securities | 11.50 | 11.50 |
Measurement Input, Expected Term | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fair value of warrant securities, term | 5 years 7 months 6 days | 5 years 7 months 6 days |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Earnings Shared Pro Rata Between Two Classes of Ordinary Shares (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Allocation of net income | $ 9,115,757 | $ 10,227,267 |
Class A Ordinary Shares | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Allocation of net income | 7,292,606 | 8,181,814 |
Net income (loss) attributable to ordinary shares | $ 7,292,606 | $ 8,181,814 |
Weighted average ordinary shares outstanding, Basic | 13,068,182 | 25,000,000 |
Weighted average ordinary shares outstanding, Diluted | 13,068,182 | 25,000,000 |
Basic net income (loss) per ordinary share | $ 0.56 | $ 0.33 |
Diluted net income (loss) per ordinary share | $ 0.56 | $ 0.33 |
Class F Ordinary Shares | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Allocation of net income | $ 1,823,151 | $ 2,045,453 |
Accretion on Class A ordinary shares subject to possible redemption | (26,663,777) | (3,635,404) |
Net income (loss) attributable to ordinary shares | $ (24,840,626) | $ (1,589,951) |
Weighted average ordinary shares outstanding, Basic | 11,120,975 | 6,250,000 |
Weighted average ordinary shares outstanding, Diluted | 11,120,975 | 6,250,000 |
Basic net income (loss) per ordinary share | $ (2.23) | $ (0.25) |
Diluted net income (loss) per ordinary share | $ (2.23) | $ (0.25) |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Aug. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | May 03, 2021 | |
Subsidiary Sale Of Stock [Line Items] | ||||
Initial offering period | The registration statement for the Company’s initial public offering (“Public Offering”) was declared effective by the United States Securities and Exchange Commission on August 11, 2021. | |||
Private placement warrants issued | 4,666,667 | |||
Private placement warrants issued price per warrant | $ 1.50 | |||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 7,000,000 | $ 7,000,000 | $ 7,000,000 | |
Shares sold, price per share | $ 10 | $ 0.001 | ||
Public offering and private placement proceeds deposited in trust account | 250,000,000 | |||
Proceeds from issuance initial public offering and private placement warrants | 257,000,000 | |||
Underwriting discounts | 5,000,000 | |||
Funds designated for operational use | $ 2,000,000 | |||
Underwriting discount percentage on gross proceeds of public offering | 2% | |||
Additional underwriting deferred discount payable | $ 8,750,000 | |||
Additional underwriting discount percentage on gross proceeds of public offering | 3.50% | |||
Initial Public Offering | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Shares issued | 25,000,000 | |||
Shares sold, price per share | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
Nov. 05, 2021 | Nov. 02, 2021 | Sep. 25, 2021 | Aug. 19, 2021 | Aug. 16, 2021 | Aug. 06, 2021 | May 03, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||||
Price per share | $ 0.001 | $ 10 | |||||||
Private placement warrants issued | 4,666,667 | ||||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 7,000,000 | $ 7,000,000 | $ 7,000,000 | ||||||
Initial Public Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Purchase of founder shares | 25,000,000 | ||||||||
Price per share | $ 10 | ||||||||
Class F Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate purchase price | $ 25,000 | ||||||||
Common shares, shares outstanding | 6,250,000 | 6,250,000 | |||||||
Class A Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, shares outstanding | 0 | 0 | |||||||
Class A Ordinary Shares | Initial Public Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Purchase of founder shares | 25,000,000 | ||||||||
AfterNext HealthTech Sponsor, Series LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Financial advisory services fee | $ 2,000,000 | $ 750,000 | |||||||
Related party transaction expense per month | $ 50,000 | ||||||||
Administrative service expense | $ 224,194 | $ 600,000 | |||||||
Sponsor commitment date | Aug. 16, 2023 | Oct. 31, 2023 | |||||||
Sponsor committed maximum lending amount subject to satisfy debt service requirements | $ 7,000,000 | ||||||||
AfterNext HealthTech Sponsor, Series LLC | Trust Account | |||||||||
Related Party Transaction [Line Items] | |||||||||
Price per share | $ 10 | ||||||||
AfterNext HealthTech Sponsor, Series LLC | Private Placement Warrants | |||||||||
Related Party Transaction [Line Items] | |||||||||
Private placement warrants issued | 4,666,667 | ||||||||
Price per warrant | $ 1.50 | ||||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 7,000,000 | ||||||||
Restriction to transfer or sell warrants, period | 30 days | ||||||||
AfterNext HealthTech Sponsor, Series LLC | Initial Public Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Financial advisory services fee | $ 750,000 | ||||||||
AfterNext HealthTech Sponsor, Series LLC | Class F Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Purchase of founder shares | 20,000,000 | ||||||||
Aggregate purchase price | $ 25,000 | ||||||||
Price per share | $ 0.004 | $ 0.001 | |||||||
Shares transferred | 40,000 | ||||||||
Shares forfeited | 12,812,500 | ||||||||
Forfeited value | $ 0 | ||||||||
Common shares, shares outstanding | 6,250,000 | 6,250,000 | |||||||
Restriction to transfer or sell founder shares, term | 1 year | ||||||||
AfterNext HealthTech Sponsor, Series LLC | Class F Ordinary Shares | Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares forfeited on expiration of underwriters | 937,500 | ||||||||
AfterNext HealthTech Sponsor, Series LLC | Class A Ordinary Shares | Private Placement Warrants | |||||||||
Related Party Transaction [Line Items] | |||||||||
Price per share | $ 11.50 | ||||||||
AfterNext HealthTech Sponsor, Series LLC | Class A Ordinary Shares | Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Price per share | $ 12 |
Investments Held in Trust Acc_2
Investments Held in Trust Account - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Aug. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Investments Held in Trust Account [Line Items] | |||
Proceeds from sale of Units in initial public offering | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 |
Proceeds from sale of Private Placement Warrants to Sponsor | 7,000,000 | 7,000,000 | 7,000,000 |
Underwriting discounts | 5,000,000 | ||
Cash | 1,738,011 | 678,163 | |
Repay notes payable | 750,000 | ||
Investments held in trust account | $ 250,000,000 | $ 253,635,404 | |
Private Placement | |||
Investments Held in Trust Account [Line Items] | |||
Cash | $ 2,000,000 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Deferred Underwriting Compensations [Abstract] | |
Percentage of deferred discount on gross proceeds | 3.50% |
Deferred discount payable upon completion of business combination | $ 8,750,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||
Temporary equity shares subject to possible redemption | 25,000,000 | 25,000,000 |
Preferred shares, authorized | 5,000,000 | 5,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Cash dividends | $ 0 | |
Class A Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, authorized | 500,000,000 | 500,000,000 |
Ordinary shares, voting rights | Holders of Class A ordinary shares are entitled to one vote for each share with the exception that only holders of Class F ordinary shares have the right to vote on the election of directors prior to the completion of a Business Combination, subject to adjustment as provided in the Company’s amended and restated memorandum and articles of association. | |
Temporary equity and common stock, shares issued | 25,000,000 | 25,000,000 |
Temporary equity and common stock, shares outstanding | 25,000,000 | 25,000,000 |
Temporary equity shares subject to possible redemption | 25,000,000 | 25,000,000 |
Ordinary shares, issued | 0 | 0 |
Ordinary shares, outstanding | 0 | 0 |
Class F Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, authorized | 50,000,000 | 50,000,000 |
Ordinary shares, issued | 6,250,000 | 6,250,000 |
Ordinary shares, outstanding | 6,250,000 | 6,250,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Derivative Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 11, 2021 |
Liabilities: | |||
Derivative liabilities | $ 1,040,000 | $ 9,100,000 | $ 19,500,000 |
Level 3 | |||
Liabilities: | |||
Derivative liabilities | 0 | 19,500,000 | |
Recurring | |||
Liabilities: | |||
Derivative liabilities | 1,040,000 | 9,100,000 | |
Recurring | Level 1 | |||
Liabilities: | |||
Derivative liabilities | 666,667 | 5,833,333 | |
Recurring | Level 2 | |||
Liabilities: | |||
Derivative liabilities | 373,333 | 3,266,667 | |
Redeemable Warrants | |||
Liabilities: | |||
Derivative liabilities | 666,667 | 5,833,333 | 12,500,000 |
Redeemable Warrants | Level 3 | |||
Liabilities: | |||
Derivative liabilities | 12,500,000 | ||
Redeemable Warrants | Recurring | |||
Liabilities: | |||
Derivative liabilities | 666,667 | 5,833,333 | |
Redeemable Warrants | Recurring | Level 1 | |||
Liabilities: | |||
Derivative liabilities | 666,667 | 5,833,333 | |
Private Placement Warrants | |||
Liabilities: | |||
Derivative liabilities | 373,333 | 3,266,667 | 7,000,000 |
Private Placement Warrants | Level 3 | |||
Liabilities: | |||
Derivative liabilities | $ 7,000,000 | ||
Private Placement Warrants | Recurring | |||
Liabilities: | |||
Derivative liabilities | 373,333 | 3,266,667 | |
Private Placement Warrants | Recurring | Level 2 | |||
Liabilities: | |||
Derivative liabilities | $ 373,333 | $ 3,266,667 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Fair Value of Derivative Liabilities (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Liabilities: | ||
Fair value when issued (Close Date) | $ 19,500,000 | $ 9,100,000 |
Change in fair value | (10,400,000) | (8,060,000) |
Fair value at December 31, 2021 | 9,100,000 | 1,040,000 |
Redeemable Warrants | ||
Liabilities: | ||
Fair value when issued (Close Date) | 12,500,000 | 5,833,333 |
Change in fair value | (6,666,667) | (5,166,666) |
Fair value at December 31, 2021 | 5,833,333 | 666,667 |
Private Placement Warrants | ||
Liabilities: | ||
Fair value when issued (Close Date) | 7,000,000 | 3,266,667 |
Change in fair value | (3,733,333) | (2,893,334) |
Fair value at December 31, 2021 | $ 3,266,667 | $ 373,333 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Financial Instruments Used Level 3 Inputs (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Liabilities: | ||
Fair value when issued (Close Date) | $ 19,500,000 | $ 9,100,000 |
Change in fair value | (10,400,000) | (8,060,000) |
Fair value at December 31, 2021 | 9,100,000 | 1,040,000 |
Redeemable Warrants | ||
Liabilities: | ||
Fair value when issued (Close Date) | 12,500,000 | 5,833,333 |
Change in fair value | (6,666,667) | (5,166,666) |
Fair value at December 31, 2021 | 5,833,333 | 666,667 |
Private Placement Warrants | ||
Liabilities: | ||
Fair value when issued (Close Date) | 7,000,000 | 3,266,667 |
Change in fair value | (3,733,333) | (2,893,334) |
Fair value at December 31, 2021 | 3,266,667 | 373,333 |
Level 3 | ||
Liabilities: | ||
Fair value when issued (Close Date) | 19,500,000 | |
Change in fair value | (3,653,579) | |
Transfer out of Level 3 | (15,846,421) | |
Fair value at December 31, 2021 | $ 0 | |
Level 3 | Redeemable Warrants | ||
Liabilities: | ||
Fair value when issued (Close Date) | 12,500,000 | |
Change in fair value | (2,338,906) | |
Transfer out of Level 3 | (10,161,094) | |
Level 3 | Private Placement Warrants | ||
Liabilities: | ||
Fair value when issued (Close Date) | 7,000,000 | |
Change in fair value | (1,314,673) | |
Transfer out of Level 3 | $ (5,685,327) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Apr. 11, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial instruments | $ 9,100,000 | $ 1,040,000 | $ 19,500,000 |
Fair value asset transfers between levels | $ 0 | 0 | |
Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial instruments | $ 0 | $ 19,500,000 |