Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | BATTERY FUTURE ACQUISITION CORP. | |
Entity Central Index Key | 0001880441 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-41158 | |
Entity Tax Identification Number | 98-1618517 | |
Entity Address, Address Line One | 777 Brickell Ave #500-97545 | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33131 | |
City Area Code | 61 | |
Local Phone Number | 460-545-788 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Ordinary Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 | |
Trading Symbol | BFAC | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Ordinary Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | BFAC.WS | |
Security Exchange Name | NYSE | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant | |
Trading Symbol | BFAC.U | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 355,310 | $ 925,758 |
Prepaid expenses | 452,350 | 437,985 |
Total current assets | 807,660 | 1,363,743 |
Prepaid expenses – non-current portion | 70,833 | 414,521 |
Investments in Trust Account | 353,999,697 | 351,900,888 |
Total Assets | 354,878,190 | 353,679,152 |
Current liabilities: | ||
Accounts payable and accrued expenses | 572,467 | 137,916 |
Due to related party | 56,820 | 11,820 |
Total current liabilities | 629,287 | 149,736 |
Warrant liabilities | 3,820,284 | 19,963,011 |
Total Liabilities | 4,449,571 | 20,112,747 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 34,500,000 shares at a approximate redemption value of $10.26 per share as of September 30, 2022 and $10.20 per share as of December 31, 2021 | 353,998,809 | 351,900,000 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (3,571,053) | (18,334,458) |
Total shareholders' deficit | (3,570,190) | (18,333,595) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | 354,878,190 | 353,679,152 |
Common Class A [Member] | ||
Shareholders' Deficit: | ||
Ordinary share, value | 0 | 0 |
Common Class B [Member] | ||
Shareholders' Deficit: | ||
Ordinary share, value | $ 863 | $ 863 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred shares authorised | 1,000,000 | 1,000,000 |
Preferred shares issued | 0 | 0 |
Preferred shares outstanding | 0 | 0 |
Ordinary Class A [Member] | ||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Ordinary shares authorised | 200,000,000 | 200,000,000 |
Ordinary shares issued | 34,500,000 | 34,500,000 |
Ordinary shares outstanding | 0 | 0 |
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary shares outstanding | 34,500,000 | 34,500,000 |
Temporary equity redemption price | $ 10.26 | $ 10.2 |
Ordinary Class B [Member] | ||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Ordinary shares authorised | 20,000,000 | 20,000,000 |
Ordinary shares issued | 8,625,000 | 8,625,000 |
Ordinary shares outstanding | 8,625,000 | 8,625,000 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | |
General and administrative expenses | $ 3,677 | $ 235,151 | $ 1,379,322 |
Loss from operations | (3,677) | (235,151) | (1,379,322) |
Other income: | |||
Interest earned on investment held in Trust Account | 0 | 1,588,335 | 2,098,809 |
Change in fair value of warrant liabilities | 0 | 2,382,595 | 16,142,727 |
Total other income | 3,970,930 | 18,241,536 | |
Net income (loss) | $ (3,677) | $ 3,735,779 | $ 16,862,214 |
Class A Redeemable Ordinary Shares [Member] | |||
Other income: | |||
Weighted average shares outstanding of redeemable ordinary shares | 34,500,000 | 34,500,000 | |
Basic net income per share | $ 0.09 | $ 0.39 | |
Diluted net income per share | $ 0.09 | $ 0.39 | |
Class B Redeemable Ordinary Share [Member] | |||
Other income: | |||
Weighted average shares outstanding of redeemable ordinary shares | 7,500,000 | 8,625,000 | 8,625,000 |
Basic net income per share | $ 0 | $ 0.09 | $ 0.39 |
Diluted net income per share | $ 0 | $ 0.09 | $ 0.39 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Total | Common Stock [Member] Ordinary Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit | |
Beginning Balance at Jul. 28, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning Balance (in shares) at Jul. 28, 2021 | [1] | 0 | |||
Class B ordinary shares issued to Sponsor | 25,000 | $ 854 | 24,146 | ||
Class B ordinary shares issued to Sponsor (in shares) | [1] | 8,540,556 | |||
Net income (loss) | (3,677) | $ 0 | 0 | (3,677) | |
Ending Balance at Sep. 30, 2021 | 21,323 | $ 854 | 24,146 | (3,677) | |
Ending Balance (in shares) at Sep. 30, 2021 | [1] | 8,540,556 | |||
Beginning Balance at Dec. 31, 2021 | (18,333,595) | $ 863 | 0 | (18,334,458) | |
Beginning Balance (in shares) at Dec. 31, 2021 | 8,625,000 | ||||
Net income (loss) | 10,528,741 | $ 0 | 0 | 10,528,741 | |
Ending Balance at Mar. 31, 2022 | (7,804,854) | $ 863 | 0 | (7,805,717) | |
Ending Balance (in shares) at Mar. 31, 2022 | 8,625,000 | ||||
Beginning Balance at Dec. 31, 2021 | (18,333,595) | $ 863 | 0 | (18,334,458) | |
Beginning Balance (in shares) at Dec. 31, 2021 | 8,625,000 | ||||
Ending Balance at Sep. 30, 2022 | (3,570,190) | $ 863 | 0 | (3,571,053) | |
Ending Balance (in shares) at Sep. 30, 2022 | 8,625,000 | ||||
Beginning Balance at Mar. 31, 2022 | (7,804,854) | $ 863 | 0 | (7,805,717) | |
Beginning Balance (in shares) at Mar. 31, 2022 | 8,625,000 | ||||
Accretion for shares subject to possible redemption | (511,362) | $ 0 | 0 | (511,362) | |
Net income (loss) | 2,597,694 | 0 | 0 | 2,597,694 | |
Ending Balance at Jun. 30, 2022 | (5,718,522) | $ 863 | 0 | (5,719,385) | |
Ending Balance (in shares) at Jun. 30, 2022 | 8,625,000 | ||||
Accretion for shares subject to possible redemption | (1,587,447) | $ 0 | 0 | (1,587,447) | |
Net income (loss) | 3,735,779 | 0 | 0 | 3,735,779 | |
Ending Balance at Sep. 30, 2022 | $ (3,570,190) | $ 863 | $ 0 | $ (3,571,053) | |
Ending Balance (in shares) at Sep. 30, 2022 | 8,625,000 | ||||
[1]This number includes up to 1,040,556 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 9). All share and per share amounts have been retroactively restated for the share capitalization. |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders' Deficit (Parenthetical) - shares | Sep. 30, 2022 | Dec. 17, 2021 | Dec. 16, 2021 | Sep. 30, 2021 |
Common Class B [Member] | ||||
Common shares subject to forfeiture | 1,625,000 | 0 | 1,625,000 | 1,040,556 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (3,677) | $ 3,735,779 | $ 16,862,214 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Interest earned on investments held in Trust Account | 0 | (1,588,335) | (2,098,809) |
Change in fair value of warrant liabilities | 0 | (2,382,595) | (16,142,727) |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 0 | (14,365) | |
Prepaid expenses –non-current portion | 0 | 343,688 | |
Accounts payable | 3,677 | 434,551 | |
Due to related party | 0 | 45,000 | |
Net cash used in operating activities | 0 | (570,448) | |
Net Change in Cash | 0 | (570,448) | |
Cash – Beginning | 0 | 925,758 | |
Cash – Ending | 0 | $ 355,310 | 355,310 |
Supplemental disclosure of cash flow information: | |||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | 0 | |
Deferred offering costs included in accrued offerings costs and expenses | $ 121,558 | $ 0 |
Organization, Business Operatio
Organization, Business Operation and Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operation and Liquidity | NOTE 1 — ORGANIZATION, BUSINESS OPERATION AND LIQUIDITY Battery Future Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 29, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one As of September 30, 2022, the Company had not commenced any operations. All activity for the period from July 29, 2021 (inception) through September 30, 2022, relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Battery Future Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Public Offering was declared effective on December 14, 2021 (the “Effective Date”). On December 17, 2021, the Company consummated the IPO of 34,500,000 units (including the underwriters’ full exercise of their over-allotment option) at $10.00 per unit (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “public shares”), which is discussed in Note 3. Each Unit consists of one Class A ordinary share and one-half Simultaneously with the consummation of the IPO, the Company consummated the private placement of 16,300,000 warrants (the “Private Placement Warrants”) and 3,051,111 Class B ordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”) to the Sponsor, Pala Investments Limited (“Pala”), Cantor Fitzgerald & Co. (“Cantor”) and Roth Capital Partners, LLC (“Roth”) generating gross proceeds to the Company of $16,300,000 (the “Private Placement”). In the Private Placement, the Sponsor purchased an aggregate of 9,445,000 Private Placement Warrants, Pala purchased an aggregate of 3,095,000 Private Placement Warrants and 2,751,111 Founder Shares, Cantor purchased an aggregate of 2,760,000 Private Placement Warrants and Roth purchased an aggregate of 1,000,000 Private Placement Warrants and 300,000 Founder Shares. Transaction costs related to the IPO amounted to $7,607,233 consisting of $6,900,000 of underwriting commissions, and $707,233 of other offering costs. In addition, $979,690 of cash was held outside of the Trust Account (as defined below) and was available for working capital purposes. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the Public Offering, management deposited $351,900,000, or $10.20 per Unit sold in the Public Offering, including the proceeds of the Private Placement Warrants, in a trust account (“Trust Account”) and will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, 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 initial Business Combination, (ii) the redemption of the public shares if the Company is unable to complete the initial Business Combination within the Combination Period, subject to applicable law, and (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct 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 require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share All of the Public Shares 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 Company’s Business Combination and in connection with certain amendments to the Company’s Articles. In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the condensed balance sheets until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Articles, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) ASC Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s Class A ordinary shares are not classified as a “penny stock” upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 18 months from the closing of the Public Offering (or up to 24 months from the closing of the Public Offering if the Company extends the period of time to consummate the Business Combination by depositing $3,450,000 ($0.10 per share) in the Trust Account for each three-month extension, or up to an aggregate of $6,900,000 ($0.20 per share) for a full six-month ten a per-share The Company’s initial shareholders, officers and directors, Pala and Roth have entered into a letter agreement with Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with a shareholder vote to approve an amendment to the Company’s Articles to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of September 30, 2022, the Company had $355,310 in cash and working capital of $178,373. The Company’s liquidity needs up to the closing of the IPO on December 17, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). The promissory note was fully repaid as of the closing of the IPO. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation commenced a military action with the country of Ukraine. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and 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 SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the Company’s unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102 (b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $355,310 and $925,758 in cash and no cash equivalents as of September 30, 2022 and December 31, 2021, respectively. Investments Held in Trust Account As of September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts. Offering Costs associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the condensed balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1. and non-redeemable Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 34,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. 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. Such changes are reflected in additional paid-in As of September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross Proceeds 345,000,000 Less: Proceeds Allocated to Public Warrants (13,631,224 ) Class A ordinary shares issuance cost (7,285,997 ) Add: Accretion of carrying value of redemption value 27,817,221 Class A ordinary shares subject to redemption, December 31, 2021 351,900,000 Add: Accretion of carrying value to redemption value 2,098,809 Class A ordinary shares subject to redemption, September 30, 2022 353,998,809 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the condensed balance sheets with changes in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified on the condensed balance sheets as current or non-current not net-cash Warrant Liabilities The Company accounts for the warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. As of September 30, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per Class B ordinary share is the same as basic income per Class B ordinary share for the periods presented. Three Months Ended Nine Months Ended For the Period from July 29, 2021 Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 2,988,623 $ 747,156 $ 13,489,771 $ 3,372,443 $ — $ (3,677 ) Denominator Weighted-average shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 — 7,500,000 Basic and diluted net income (loss) per share $ 0.09 $ 0.09 $ 0.39 $ 0.39 $ — $ (0.00 ) Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. The Company’s management does no t ex Recent Accounting Pronouncements Management does not believe that recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING Public Units On December 17, 2021, the Company consummated its IPO of 34,500,000 Units at a purchase price of $10.00 per Unit, which included the exercise of the underwriters’ full over-allotment option. Each Unit consists of one Class A ordinary share and one-half Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period; • if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination as described elsewhere in this prospectus) for any 20 trading days within a 30-trading day |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | NOTE 4 — PRIVATE PLACEMENT WARRANTS Simultaneously with the consummation of the IPO, the Company consummated the Private Placement of 16,300,000 Private Placement Warrants and 3,051,111 Class B ordinary shares, par value $0.0001 per share, of the Company to the Sponsor, Pala, Cantor and Roth, generating gross proceeds to the Company of $16,300,000. In the Private Placement, the Sponsor purchased an aggregate of 9,445,000 Private Placement Warrants, Pala purchased an aggregate of 3,095,000 Private Placement Warrants and 2,751,111 Founder Shares, Cantor purchased an aggregate of 2,760,000 Private Placement Warrants and Roth purchased an aggregate of 1,000,000 Private Placement Warrants and 300,000 Founder Shares. If the Private Placement Warrants are held by holders other than their initial purchasers or their 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On August 4, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Founder Shares, par value $0.0001. On November 21, 2021, the Sponsor surrendered 2,966,667 Founder Shares for cancellation for nominal consideration. Roth committed to purchase 300,000 Founder Shares and 1,000,000 Private Placement Warrants in a private placement that closed simultaneously with the closing of the Public Offering. Additionally, Pala purchased 2,751,111 shares and 3,095,000 Private Placement Warrants in a private placement that closed simultaneously with the closing of the Public Offering. On December 14, 2021, the Company issued 1,353,056 Founder Shares by way of a share capitalization which resulted in an aggregate of 8,540,556 Founder Shares outstanding. This total is comprised of 5,573,889 Founder Shares owned by the Sponsor, 2,666,667 owned by Pala and 300,000 owned by Roth. All shares and related amounts have been retroactively restated. On December 16, 2021, the Company and Pala entered into a securities purchase agreement, pursuant to which the Company agreed to issue and sell 84,444 Founder Shares and 95,000 Private Placement Warrants to Pala for an aggregate purchase price of $190,000. This resulted in outstanding Founder Shares of 8,625,000 (5,573,889 owned by the Sponsor, 2,751,111 owned by Pala and 300,000 owned by Roth), of which 1,625,000 were subject to forfeiture to the extent the underwriters did not exercise their over-allotment option. On December 17, 2021, the underwriters fully exercised this option leaving no Founder Shares subject to forfeiture. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company complete a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described in the prospectus relating to the Public Offering. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares. The Company refers to such transfer restrictions as the lock-up. Notwithstanding the foregoing, the Founder Shares will be released from the lockup if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party On August 3, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Public Offering. These loans are non-interest Working Capital Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Office Space, Secretarial and Administrative Services Commencing on the date that the Company’s securities are first listed on the NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the Company has agreed to pay the Sponsor a total of up to $15,000 per month for office space, secretarial and administrative support and to reimburse the Sponsor for any out-of-pocket |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the (i) Founder Shares, (ii) Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement signed in connection with the Public Offering. Pursuant to the registration rights agreement, the underwriters’ exercise of their over-allotment option in full and $1,500,000 of Working Capital Loans (which amount includes the committed sponsor loans) are converted into Private Placement Warrants, the Company will be obligated to register up to 26,425,000 Class A ordinary shares and 17,800,000 warrants. The number of Class A ordinary shares includes (i) 8,625,000 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 16,300,000 Class A ordinary shares to be issued upon conversion of the Private Placement Warrants and (iii) 1,500,000 Class A ordinary shares underlying the Private Placement Warrants issued upon conversion of Working Capital Loans. The number of warrants includes 16,300,000 Private Placement Warrants and 1,500,000 Private Placement Warrants issued upon conversion of Working Capital Loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters earned a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering (including the over-allotment), or $6,900,000. Additionally, the underwriters will be entitled to a Marketing Fee of 5.0% of the gross proceeds of the Public Offering, which will only be paid upon the completion of the Company’s initial Business Combination. The Company granted the underwriters a 45-day Business Combination Marketing Agreement The Company engaged Cantor and Roth as advisors in connection with the Business Combination to assist in holding meetings with the shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the initial Business Combination, assist in obtaining shareholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay Cantor and Roth a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 5.0% of the gross proceeds of the Public Offering (exclusive of any applicable finders’ fees which might become payable). Service Provider Agreements From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liabilities | NOTE 7 — WARRANT LIABILITIES The Company accounts for the 33,500,000 warrants issued in connection with the Public Offering (17,250,000 Public Warrants and 16,300,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to remeasurement at each condensed balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of operations. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | NOTE 8—RECURRING FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP (as defined on p.8) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of September 30, 2022 and December 31, 2021, the Company’s marketable securities held in the Trust Account were valued at $353,999,697 and $351,900,888, respectively. The marketable securities held in the Trust Account must be recorded on the condensed balance sheets at fair value and are subject to re-measurement With each re-measurement, The following table presents fair value information as of September 30, 2022 and December 31, 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2022 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 353,999,697 $ — $ — Total Assets $ 353,999,697 $ — $ — Liabilities Public Warrants $ 1,897,500 $ — $ — Private Warrants — — 1,922,784 Total Liabilities $ 1,897,500 $ — $ 1,922,784 December 31, 2021 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 351,900,888 $ — $ — Total Assets $ 351,900,888 $ — $ — Liabilities Public Warrants $ — $ — $ 10,122,569 Private Warrants — — 9,840,442 Total Liabilities $ — $ — $ 19,963,011 At September 30, 2022 and December 31, 2021, the Company used a Monte Carlo model to value the private warrants. Additionally, at December 31, 2021, the Company used a Monte Carlo model to value the public warrants. The estimated fair value of the public and private warrant liability is determined using Level 3 inputs. If factors or assumptions change, the estimated fair values could be materially different. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The following table provides quantitative information regarding Level 3 fair value measurements: September 30, December 31, Share price $ 10.09 $ 9.60 Strike price 11.50 $ 11.50 Term (in years) 5.67 6.21 Volatility 4.7 % 10.4 % Risk-free rate 4.03 % 1.37 % Dividend yield 0 0 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of December 31, 2021 $ 9,840,442 $ 10,122,569 $ 19,963,011 Transfer to Level 1 — (10,122,569 ) (10,122,569 ) Change in fair value (5,332,300 ) — (5,332,300 ) Fair value as of March 31, 2022 4,508,142 — 4,508,142 Change in fair value (1,410,263 ) — (1,410,263 ) Fair value as of June 30, 2022 3,097,879 — 3,097,879 Change in fair value (1,175,095 ) — (1,175,095 ) Fair value as of September 30, 2022 $ 1,922,784 $ — $ 1,922,784 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement for the three and nine months ended September 30, 2022, was approximately $0 million and $10.1 million, respectively. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Shareholders Equity [Abstract] | |
Shareholders' Deficit | NOTE 9 — SHAREHOLDERS’ DEFICIT Preference shares — Class A ordinary shares — Class B ordinary shares — Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Company’s Articles or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one an as-converted than one-for-one |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and 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 SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the Company’s unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102 (b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $355,310 and $925,758 in cash and no cash equivalents as of September 30, 2022 and December 31, 2021, respectively. |
Investments Held in Trust Account | Investments Held in Trust Account As of September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the condensed balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1. and non-redeemable |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 34,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. 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. Such changes are reflected in additional paid-in As of September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross Proceeds 345,000,000 Less: Proceeds Allocated to Public Warrants (13,631,224 ) Class A ordinary shares issuance cost (7,285,997 ) Add: Accretion of carrying value of redemption value 27,817,221 Class A ordinary shares subject to redemption, December 31, 2021 351,900,000 Add: Accretion of carrying value to redemption value 2,098,809 Class A ordinary shares subject to redemption, September 30, 2022 353,998,809 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the condensed balance sheets with changes in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified on the condensed balance sheets as current or non-current not net-cash |
Warrant Liabilities | Warrant Liabilities The Company accounts for the warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement |
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 per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. As of September 30, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per Class B ordinary share is the same as basic income per Class B ordinary share for the periods presented. Three Months Ended Nine Months Ended For the Period from July 29, 2021 Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 2,988,623 $ 747,156 $ 13,489,771 $ 3,372,443 $ — $ (3,677 ) Denominator Weighted-average shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 — 7,500,000 Basic and diluted net income (loss) per share $ 0.09 $ 0.09 $ 0.39 $ 0.39 $ — $ (0.00 ) |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. The Company’s management does no t ex |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share | As a result, diluted income per Class B ordinary share is the same as basic income per Class B ordinary share for the periods presented. Three Months Ended Nine Months Ended For the Period from July 29, 2021 Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 2,988,623 $ 747,156 $ 13,489,771 $ 3,372,443 $ — $ (3,677 ) Denominator Weighted-average shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 — 7,500,000 Basic and diluted net income (loss) per share $ 0.09 $ 0.09 $ 0.39 $ 0.39 $ — $ (0.00 ) |
Class A Ordinary Shares Subject To Possible Redemption [Member] | |
Summary of Class A Ordinary Shares Temporary Equity | As of September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross Proceeds 345,000,000 Less: Proceeds Allocated to Public Warrants (13,631,224 ) Class A ordinary shares issuance cost (7,285,997 ) Add: Accretion of carrying value of redemption value 27,817,221 Class A ordinary shares subject to redemption, December 31, 2021 351,900,000 Add: Accretion of carrying value to redemption value 2,098,809 Class A ordinary shares subject to redemption, September 30, 2022 353,998,809 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | The following table presents fair value information as of September 30, 2022 and December 31, 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2022 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 353,999,697 $ — $ — Total Assets $ 353,999,697 $ — $ — Liabilities Public Warrants $ 1,897,500 $ — $ — Private Warrants — — 1,922,784 Total Liabilities $ 1,897,500 $ — $ 1,922,784 December 31, 2021 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 351,900,888 $ — $ — Total Assets $ 351,900,888 $ — $ — Liabilities Public Warrants $ — $ — $ 10,122,569 Private Warrants — — 9,840,442 Total Liabilities $ — $ — $ 19,963,011 |
Summary of simulation model for the private placement warrants and public warrants | The following table provides quantitative information regarding Level 3 fair value measurements: September 30, December 31, Share price $ 10.09 $ 9.60 Strike price 11.50 $ 11.50 Term (in years) 5.67 6.21 Volatility 4.7 % 10.4 % Risk-free rate 4.03 % 1.37 % Dividend yield 0 0 |
Summary Of Reconciliation Of Changes In Fair Value Of warrant Liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of December 31, 2021 $ 9,840,442 $ 10,122,569 $ 19,963,011 Transfer to Level 1 — (10,122,569 ) (10,122,569 ) Change in fair value (5,332,300 ) — (5,332,300 ) Fair value as of March 31, 2022 4,508,142 — 4,508,142 Change in fair value (1,410,263 ) — (1,410,263 ) Fair value as of June 30, 2022 3,097,879 — 3,097,879 Change in fair value (1,175,095 ) — (1,175,095 ) Fair value as of September 30, 2022 $ 1,922,784 $ — $ 1,922,784 |
Organization, Business Operat_2
Organization, Business Operation and Liquidity - Additional Information (Detail) - USD ($) | 2 Months Ended | 9 Months Ended | |||||
Dec. 17, 2021 | Dec. 16, 2021 | Nov. 21, 2021 | Aug. 04, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from issuance of private placement | $ 351,900,000 | ||||||
Term of restricted investments | 185 days | ||||||
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax | 80% | ||||||
Equity method investment ownership percentage | 50% | ||||||
Percentage of public shareholding to be redeemed in case of non occurrence of business combination | 100% | ||||||
Number of business days after the last date for effecting business combination within which the public shares shall be redeemed | 10 days | ||||||
Estimated amount of expenses payable on dissolution | $ 100,000 | ||||||
cash | $ 979,690 | $ 355,310 | $ 925,758 | ||||
Period to complete Business Combination from closing of Initial Public Offering with out extension | 18 months | ||||||
Period to complete Business Combination from closing of Initial Public Offering with extension | 24 months | ||||||
Shares Issued, Price Per Share | $ 18 | ||||||
Payment to acquire restricted investments | $ 351,900,000 | ||||||
Networth needed post business combination | 5,000,001 | ||||||
Working capital | 178,373 | ||||||
Ordinary shares issued to Sponsor | $ 25,000 | ||||||
Three Months Extension [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Payment to acquire restricted investments | $ 3,450,000 | ||||||
Share price | $ 0.1 | ||||||
Six Months Extension [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Payment to acquire restricted investments | $ 6,900,000 | ||||||
Share price | $ 0.2 | ||||||
Public Warrants [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Description of warrant included in each unit | one-half of one redeemable warrant | ||||||
Class of warrants or rights exercise price of warrants or rights | $ 11.5 | ||||||
Ordinary Class A [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Shares issued during the period new issues shares | 26,425,000 | ||||||
Number of shares of common stock included in each | 1 | ||||||
Class of warrants or rights number of securities called by each warrant or right | 1 | ||||||
Class of warrants or rights exercise price of warrants or rights | $ 11.5 | ||||||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Share price | $ 12 | ||||||
Ordinary Class B [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Due to Related Parties | $ 0 | $ 0 | |||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | ||||||
Sponsor [Member] | Ordinary Class B [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Ordinary shares par or stated value per share | $ 0.0001 | ||||||
Share price | $ 0.003 | ||||||
Ordinary shares issued to Sponsor | $ 25,000 | ||||||
Ordinary shares issued to Sponsor (in shares) | 7,187,500 | ||||||
Pala Investments Limited or Pala [Member] | Ordinary Class B [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Shares issued during the period new issues shares | 84,444 | ||||||
Proceeds from issuance of private placement | $ 190,000 | ||||||
Class of warrants or rights number of warrants issued during the period | 95,000 | ||||||
IPO [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Shares issued during the period new issues shares | 34,500,000 | ||||||
Sale of stock issue price per share | $ 10 | ||||||
Transaction costs | $ 7,607,233 | ||||||
Underwriting commission | 6,900,000 | ||||||
Other offering costs | $ 707,233 | $ 707,233 | |||||
IPO [Member] | Public Share [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Sale of stock issue price per share | $ 10.2 | ||||||
IPO [Member] | Ordinary Class A [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Shares Issued, Price Per Share | $ 10 | ||||||
Private Placement [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Sale of stock issue price per share | $ 10.2 | ||||||
Proceeds from issuance of private placement | $ 16,300,000 | $ 16,300,000 | |||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Class of warrants or rights number of warrants issued during the period | 16,300,000 | 16,300,000 | |||||
Private Placement [Member] | Ordinary Class B [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Shares issued during the period new issues shares | 3,051,111 | 3,051,111 | |||||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Private Placement [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | ||||||
Private Placement [Member] | Pala Investments Limited or Pala [Member] | Private Placement Warrants [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Class of warrants or rights number of warrants issued during the period | 3,095,000 | 3,095,000 | |||||
Private Placement [Member] | Pala Investments Limited or Pala [Member] | Ordinary Class B [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Shares issued during the period new issues shares | 2,751,111 | 2,751,111 | |||||
Ordinary shares issued to Sponsor (in shares) | 2,751,111 | ||||||
Private Placement [Member] | Cantor Fitzgeraldand Co or Cantor [Member] | Private Placement Warrants [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Class of warrants or rights number of warrants issued during the period | 2,760,000 | 2,760,000 | |||||
Private Placement [Member] | Roth Capital Partners LLC or Roth [Member] | Private Placement Warrants [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Class of warrants or rights number of warrants issued during the period | 1,000,000 | 1,000,000 | |||||
Private Placement [Member] | Roth Capital Partners LLC or Roth [Member] | Ordinary Class B [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Shares issued during the period new issues shares | 300,000 | 300,000 | |||||
Ordinary shares issued to Sponsor (in shares) | 300,000 | 300,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | |
Numerator: | |||
Allocation of net income (loss) | $ 3,677 | $ (3,735,779) | $ (16,862,214) |
Ordinary Class A [Member] | |||
Numerator: | |||
Allocation of net income (loss) | $ 0 | $ 2,988,623 | $ 13,489,771 |
Denominator: | |||
Weighted-average shares outstanding | 0 | 34,500,000 | 34,500,000 |
Basic net income (loss) per share | $ 0 | $ 0.09 | $ 0.39 |
Diluted net income (loss) per share | $ 0 | $ 0.09 | $ 0.39 |
Ordinary Class B [Member] | |||
Numerator: | |||
Allocation of net income (loss) | $ (3,677) | $ 747,156 | $ 3,372,443 |
Denominator: | |||
Weighted-average shares outstanding | 7,500,000 | 8,625,000 | 8,625,000 |
Basic net income (loss) per share | $ 0 | $ 0.09 | $ 0.39 |
Diluted net income (loss) per share | $ 0 | $ 0.09 | $ 0.39 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Class A Ordinary Shares Temporary Equity (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Accretion of carrying value of redemption value | $ 1,587,447 | $ 511,362 | ||
Class A ordinary shares subject to redemption | 353,998,809 | $ 353,998,809 | $ 351,900,000 | |
Class A Ordinary Shares Subject To Possible Redemption [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross Proceeds | 345,000,000 | |||
Proceeds Allocated to Public Warrants | (13,631,224) | |||
Class A ordinary shares issuance cost | (7,285,997) | |||
Accretion of carrying value of redemption value | 2,098,809 | 27,817,221 | ||
Class A ordinary shares subject to redemption | $ 353,998,809 | $ 353,998,809 | $ 351,900,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Dec. 17, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Cash insured with federal insurance corporation | $ 250,000 | ||
Cash equivalents | 0 | $ 0 | |
Cash | $ 979,690 | $ 355,310 | $ 925,758 |
Term of restricted investments | 185 days | ||
IPO [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Stock issuance costs | $ 7,607,233 | ||
Payments for underwriting expense | 6,900,000 | ||
Other offering costs | $ 707,233 | 707,233 | |
Offering expenses related to warrant issuance | $ 321,236 | ||
Ordinary Class A [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Ordinary shares subject to possible redemption | 34,500,000 | 34,500,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Dec. 17, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Shares Issued, Price Per Share | $ 18 | |
Percent of gross proceeds to equity proceeds | 60% | |
Warrant redemption price | $ 0.01 | |
Share Issue Price One [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares Issued, Price Per Share | $ 9.2 | |
Percent of redemption trigger price to market value and issue price | 115% | |
Share Issue Price Two [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Percent of redemption trigger price to market value and issue price | 180% | |
Share redemption trigger price | $ 18 | |
Public Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Class of warrants or rights exercise price of warrants or rights | $ 11.5 | |
Trading day period to calculate volume weighted average trading price | 20 days | |
Period to exercise warrants after Business Combination | 30 days | |
Warrants and Rights Outstanding, Term | 5 years | |
Private Placement Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of days to provide prior written notice of redemption of warrants | 30 days | |
Threshold redemption period for redemption of warrants | 30 days | |
Ordinary Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued during the period new issues shares | 26,425,000 | |
Class of warrants or rights exercise price of warrants or rights | $ 11.5 | |
Ordinary Class A [Member] | Share Issue Price One [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares Issued, Price Per Share | $ 9.2 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued during the period new issues shares | 34,500,000 | |
Sale of stock issue price per share | $ 10 | |
IPO [Member] | Ordinary Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares Issued, Price Per Share | $ 10 |
Private Placement Warrants - Ad
Private Placement Warrants - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||
Dec. 17, 2021 | Dec. 16, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 04, 2021 | |
Proceeds from issuance of private placement | $ 351,900,000 | ||||
Private Placement [Member] | |||||
Proceeds from issuance of private placement | $ 16,300,000 | $ 16,300,000 | |||
Common Class B [Member] | |||||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common Class B [Member] | Private Placement [Member] | |||||
Shares issued during the period new issues shares | 3,051,111 | 3,051,111 | |||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Private Placement Warrants [Member] | Private Placement [Member] | |||||
Class of warrants or rights number of warrants issued during the period | 16,300,000 | 16,300,000 | |||
Sponsor [Member] | Common Class B [Member] | |||||
Ordinary shares par or stated value per share | $ 0.0001 | ||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | ||||
Sponsor [Member] | Private Placement Warrants [Member] | Private Placement [Member] | |||||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | ||||
Pala Investments Limited or Pala [Member] | Common Class B [Member] | |||||
Class of warrants or rights number of warrants issued during the period | 95,000 | ||||
Shares issued during the period new issues shares | 84,444 | ||||
Proceeds from issuance of private placement | $ 190,000 | ||||
Pala Investments Limited or Pala [Member] | Common Class B [Member] | Private Placement [Member] | |||||
Shares issued during the period new issues shares | 2,751,111 | 2,751,111 | |||
Pala Investments Limited or Pala [Member] | Private Placement Warrants [Member] | Private Placement [Member] | |||||
Class of warrants or rights number of warrants issued during the period | 3,095,000 | 3,095,000 | |||
Cantor Fitzgeraldand Co or Cantor [Member] | Private Placement Warrants [Member] | Private Placement [Member] | |||||
Class of warrants or rights number of warrants issued during the period | 2,760,000 | 2,760,000 | |||
Roth Capital Partners LLC or Roth [Member] | Common Class B [Member] | Private Placement [Member] | |||||
Shares issued during the period new issues shares | 300,000 | 300,000 | |||
Roth Capital Partners LLC or Roth [Member] | Private Placement Warrants [Member] | Private Placement [Member] | |||||
Class of warrants or rights number of warrants issued during the period | 1,000,000 | 1,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Dec. 17, 2021 | Dec. 16, 2021 | Dec. 14, 2021 | Nov. 21, 2021 | Aug. 04, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 03, 2021 | |
Related Party Transaction [Line Items] | ||||||||||
Ordinary shares issued to Sponsor | $ 25,000 | |||||||||
Proceeds from issuance of private placement | $ 351,900,000 | |||||||||
Related Party Costs | $ 0 | $ 45,000 | ||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | |||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||
Due to related party | 0 | 0 | ||||||||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related party | 56,820 | 56,820 | $ 11,820 | |||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt Instrument, Face Amount | 1,500,000 | 1,500,000 | ||||||||
Due to related party | $ 0 | $ 0 | $ 0 | |||||||
Debt instrument conversion price per warrant | $ 1 | $ 1 | ||||||||
Sponsor [Member] | Office Space, Secretarial and Administrative Services [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction fees payable per month | $ 15,000 | |||||||||
Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from issuance of private placement | $ 16,300,000 | $ 16,300,000 | ||||||||
Private Placement [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights number of warrants issued during the period | 16,300,000 | 16,300,000 | ||||||||
Private Placement [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | |||||||||
Private Placement [Member] | Pala [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights number of warrants issued during the period | 3,095,000 | 3,095,000 | ||||||||
Private Placement Warrant Issued During Period | 3,095,000 | |||||||||
Private Placement [Member] | Roth [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights number of warrants issued during the period | 1,000,000 | 1,000,000 | ||||||||
Private Placement Warrant Issued During Period | 1,000,000 | |||||||||
Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period new issues shares | 26,425,000 | |||||||||
Share price | $ 12 | |||||||||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Ordinary shares outstanding | 0 | 0 | 0 | |||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Ordinary shares outstanding | 8,625,000 | 8,540,556 | 8,625,000 | 8,625,000 | 8,625,000 | |||||
Common shares subject to forfeiture | 0 | 1,625,000 | 1,040,556 | 1,625,000 | 1,625,000 | |||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 0.003 | |||||||||
Ordinary shares issued to Sponsor | $ 25,000 | |||||||||
Ordinary shares issued to Sponsor (in shares) | 7,187,500 | |||||||||
Ordinary shares par or stated value per share | $ 0.0001 | |||||||||
Stock surrendered during period shares | 2,966,667 | |||||||||
Share issued during the period by way of recapitalization | 1,353,056 | |||||||||
Ordinary shares outstanding | 5,573,889 | |||||||||
Common Class B [Member] | Pala [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period new issues shares | 84,444 | |||||||||
Ordinary shares outstanding | 2,751,111 | 2,666,667 | ||||||||
Class of warrants or rights number of warrants issued during the period | 95,000 | |||||||||
Proceeds from issuance of private placement | $ 190,000 | |||||||||
Common Class B [Member] | Roth [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ordinary shares outstanding | 300,000 | 300,000 | ||||||||
Common Class B [Member] | Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period new issues shares | 3,051,111 | 3,051,111 | ||||||||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common Class B [Member] | Private Placement [Member] | Pala [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period new issues shares | 2,751,111 | 2,751,111 | ||||||||
Ordinary shares issued to Sponsor (in shares) | 2,751,111 | |||||||||
Common Class B [Member] | Private Placement [Member] | Roth [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period new issues shares | 300,000 | 300,000 | ||||||||
Ordinary shares issued to Sponsor (in shares) | 300,000 | 300,000 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Dec. 17, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Due to related parties current | $ 56,820 | $ 11,820 | |
Private Placement Warrants [Member] | |||
Class of warrant or right, number of securities called by warrants or rights | 16,300,000 | ||
Warrant [Member] | |||
Class of warrant or right, number of securities called by warrants or rights | 17,800,000 | ||
Ordinary Class A [Member] | |||
Shares issued during the period new issues shares | 26,425,000 | ||
Ordinary Class A [Member] | Private Placement Warrants [Member] | |||
Stock issued during period, shares, conversion of units | 16,300,000 | ||
Ordinary Class A [Member] | Founder Shares [Member] | |||
Stock issued during period, shares, conversion of units | 8,625,000 | ||
Working Capital Loan [Member] | Private Placement Warrants [Member] | |||
Debt instrument convertible into warrants | $ 1,500,000 | ||
Working Capital Loan [Member] | Ordinary Class A [Member] | Private Placement Warrants [Member] | |||
Debt instrument convertible into warrants | 1,500,000 | ||
Over-Allotment Option [Member] | |||
Shares issued during the period new issues shares | 4,500,000 | ||
Over-Allotment Option [Member] | Working Capital Loan [Member] | |||
Due to related parties current | $ 1,500,000 | ||
IPO [Member] | |||
Shares issued during the period new issues shares | 34,500,000 | ||
Over allotment option vesting period | 45 days | ||
Percentage of underwriting discount | 2% | ||
Underwriting commission | $ 6,900,000 | ||
Percentage of marketing fees on IPO from initial business combination | 5% |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - IPO [Member] | Sep. 30, 2022 shares |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights outstanding | 33,500,000 |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights outstanding | 17,250,000 |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights outstanding | 16,300,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - Fair Value Measurements Recurring Member - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 353,999,697 | $ 351,900,888 |
Total Assets | 353,999,697 | 351,900,888 |
Liabilities: | ||
Total Liabilities | 1,897,500 | |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrants | 1,897,500 | |
Level 3 [Member] | ||
Liabilities: | ||
Total Liabilities | 1,922,784 | 19,963,011 |
Level 3 [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Warrants | $ 1,922,784 | 9,840,442 |
Level 3 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrants | $ 10,122,569 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Summary of Simulation Model for the Private Placement Warrants and Public Warrants (Details) | Sep. 30, 2022 shares yr | Dec. 31, 2021 shares yr |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Inputs | 10.09 | 9.6 |
Strike price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Inputs | 11.5 | 11.5 |
Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Inputs | yr | 5.67 | 6.21 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Inputs | 4.7 | 10.4 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Inputs | 4.03 | 1.37 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement Inputs | 0 | 0 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Summary Of Reconciliation Of Changes In Fair Value Of warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | |
Public Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Transfer to Level 1 | $ 0 | $ 10,100,000 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value as of December 31, 2021 | 3,097,879 | $ 4,508,142 | $ 19,963,011 | 19,963,011 |
Transfer to Level 1 | (10,122,569) | |||
Change in fair value | (1,175,095) | (1,410,263) | (5,332,300) | |
Fair value | 1,922,784 | 3,097,879 | 4,508,142 | 1,922,784 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value as of December 31, 2021 | 3,097,879 | 4,508,142 | 9,840,442 | 9,840,442 |
Change in fair value | (1,175,095) | (1,410,263) | (5,332,300) | |
Fair value | $ 1,922,784 | $ 3,097,879 | 4,508,142 | 1,922,784 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value as of December 31, 2021 | 10,122,569 | $ 10,122,569 | ||
Transfer to Level 1 | (10,122,569) | |||
Change in fair value | $ 0 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets held in Trust Account | $ 353,999,697 | $ 353,999,697 | $ 351,900,888 |
Public Warrants [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value transferred from a Level 3 measurement to a Level 1 | $ 0 | $ 10,100,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) | 9 Months Ended | ||||
Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 17, 2021 shares | Dec. 16, 2021 shares | Sep. 30, 2021 shares | |
Preferred shares authorised | 1,000,000 | 1,000,000 | |||
Preferred shares par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred shares issued | 0 | 0 | |||
Preferred shares outstanding | 0 | 0 | |||
Common Class A [Member] | |||||
Ordinary shares authorised | 200,000,000 | 200,000,000 | |||
Ordinary shares par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Ordinary shares issued | 34,500,000 | 34,500,000 | |||
Ordinary shares outstanding | 34,500,000 | 34,500,000 | |||
Temporary Equity, Shares Outstanding | 34,500,000 | 34,500,000 | |||
Percent of convertible share to outstanding shares | 20% | ||||
Common Class B [Member] | |||||
Ordinary shares authorised | 20,000,000 | 20,000,000 | |||
Ordinary shares par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Ordinary shares issued | 8,625,000 | 8,625,000 | |||
Ordinary shares outstanding | 8,625,000 | ||||
Common shares subject to forfeiture | 1,625,000 | 0 | 1,625,000 | 1,040,556 | |
Minimum threshold percentage required to appoint directors | 50% | ||||
Minimum threshold voting percentage required for amending right to appoint directors | 90% | ||||
Number of votes per share | Vote | 1 | ||||
Common stock conversion basis | one-for-one basis |