Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Entity Registrant Name | Sound Point Acquisition Corp I, Ltd | |
Document Period End Date | Mar. 31, 2023 | |
Entity Central Index Key | 0001880968 | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41312 | |
Entity Incorporation, State or Country Code | E9 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Tax Identification Number | 98-1600571 | |
Current Fiscal Year End Date | --12-31 | |
Entity Address, Address Line One | 375 Park Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
City Area Code | 212 | |
Local Phone Number | 895-2289 | |
Entity Address, Postal Zip Code | 10152 | |
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 | |
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of oneClass A ordinary share, par value$0.0001 per share, and one-half ofone redeemable warrant | |
Trading Symbol | SPCMU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, parvalue $0.0001 per share | |
Trading Symbol | SPCM | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 25,875,000 | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, par value $0.0001 per share, at an exercise price of $11.50 per share [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, eachwhole warrant exercisable for oneClass A ordinary share | |
Trading Symbol | SPCMW | |
Security Exchange Name | NASDAQ | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,468,750 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 499,304 | $ 623,257 |
Prepaid expenses | 388,969 | 432,539 |
Total current assets | 888,273 | 1,055,796 |
Investments held in trust account | 273,307,147 | 270,415,819 |
TOTAL ASSETS | 274,195,420 | 271,471,615 |
Current liabilities | ||
Due to affiliate | 40,000 | 10,000 |
Total current liabilities | 40,000 | 10,000 |
Deferred underwriting fee payable | 9,056,250 | 9,056,250 |
Warrant liabilities | 2,874,388 | 2,837,500 |
Total Liabilities | 11,970,638 | 11,903,750 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, at $10.56 and $10.45 redemption value, $0.0001 par value; 25,875,000 shares at March 31, 2023 and December 31, 2022, respectively | 273,307,147 | 270,415,819 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding at March 31, 2023 and December 31, 2022 | 0 | 0 |
Accumulated deficit | (11,083,012) | (10,848,601) |
Total Shareholders' Deficit | (11,082,365) | (10,847,954) |
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | 274,195,420 | 271,471,615 |
Class A ordinary shares | ||
Shareholders' Deficit: | ||
Common stock | 0 | 0 |
Class B ordinary shares | ||
Shareholders' Deficit: | ||
Common stock | $ 647 | $ 647 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Shares subject to possible redemption par value | $ 0.0001 | $ 0.0001 |
Shares subject to possible redemption | 25,875,000 | 25,875,000 |
Shares subject to possible redemption value | $ 10.56 | $ 10.45 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Class B ordinary shares | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 6,468,750 | 6,468,750 |
Common stock shares outstanding | 6,468,750 | 6,468,750 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Formation and operating costs | $ 197,523 | $ 91,077 |
Loss from operations | (197,523) | (91,077) |
Other income: | ||
Change in fair value of warrant liabilities | (36,888) | 533,537 |
Earnings on investments held in Trust Account | 2,891,328 | 17,353 |
Total other income | 2,854,440 | 550,890 |
Net income | $ 2,656,917 | $ 459,813 |
Class A ordinary shares subject to possible redemption [Member] | ||
Other income: | ||
Weighted average shares outstanding , Basic | 25,875,000 | 8,050,000 |
Weighted average shares outstanding , Diluted | 25,875,000 | 8,050,000 |
Net income per share , Basic | $ 0.08 | $ 0.03 |
Net income per share , Diluted | $ 0.08 | $ 0.03 |
Class B ordinary shares [Member] | ||
Other income: | ||
Weighted average shares outstanding , Basic | 6,468,750 | 6,468,750 |
Weighted average shares outstanding , Diluted | 6,468,750 | 6,468,750 |
Net income per share , Basic | $ 0.08 | $ 0.03 |
Net income per share , Diluted | $ 0.08 | $ 0.03 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Class A ordinary shares Ordinary Shares [Member] | Class B ordinary shares Ordinary Shares [Member] |
Beginning balance at Dec. 31, 2021 | $ 11,094 | $ 24,353 | $ (13,906) | $ 0 | $ 647 |
Beginning balance, shares at Dec. 31, 2021 | 0 | 6,468,750 | |||
Sale of 25,875,000 Units, net of underwriting discounts, initial value of public warrants and other offering costs | 235,768,665 | 235,766,077 | $ 2,588 | ||
Sale of 25,875,000 Units, net of underwriting discounts, initial value of public warrants and other offering costs | 25,875,000 | ||||
Cash paid in excess of fair value of Private Placement Warrants | 6,638,196 | 6,638,196 | |||
Class A ordinary shares subject to possible redemption | (266,512,500) | (242,428,626) | (24,081,286) | $ (2,588) | |
Class A ordinary shares subject to possible redemption, shares | (25,875,000) | ||||
Net income | 459,813 | 459,813 | |||
Ending balance at Mar. 31, 2022 | (23,634,732) | 0 | (23,635,379) | $ 0 | $ 647 |
Ending balance, shares at Mar. 31, 2022 | 0 | 6,468,750 | |||
Beginning balance at Dec. 31, 2022 | (10,847,954) | 0 | (10,848,601) | $ 0 | $ 647 |
Beginning balance, shares at Dec. 31, 2022 | 0 | 6,468,750 | |||
Accretion of Class A ordinary shares to Redemption Value | (2,891,328) | (2,891,328) | |||
Net income | 2,656,917 | 2,656,917 | |||
Ending balance at Mar. 31, 2023 | $ (11,082,365) | $ 0 | $ (11,083,012) | $ 0 | $ 647 |
Ending balance, shares at Mar. 31, 2023 | 0 | 6,468,750 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) | 3 Months Ended |
Mar. 31, 2022 shares | |
Ordinary Shares [Member] | Class A ordinary shares | |
Sale of units | 25,875,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 2,656,917 | $ 459,813 |
Adjustment to reconcile net income to net cash provided by (used in) operating activities: | ||
Accrued earnings on investments held in Trust Account | (170,591) | (17,353) |
Change in fair value of warrant liabilities | 36,888 | (533,537) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 43,570 | 0 |
Due to affiliate | 30,000 | 9,000 |
Net cash provided by (used in) operating activities | 2,596,784 | (82,077) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (2,720,737) | (266,512,500) |
Net cash used in investing activities | (2,720,737) | (266,512,500) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 253,575,000 |
Proceeds from sale of Private Placement Warrants | 0 | 15,437,500 |
Payment of promissory note - related party | 0 | (300,000) |
Payment of offering costs | 0 | (688,947) |
Net cash provided by financing activities | 0 | 268,023,553 |
Net Change in Cash | (123,953) | 1,428,976 |
Cash - Beginning of period | 623,257 | 25,000 |
Cash - End of period | 499,304 | 1,453,976 |
Non-cash investing and financing activities: | ||
Deferred underwriting fee payable | 0 | 9,056,250 |
Deferred offering costs included in promissory note – related party | $ 0 | $ 128,743 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | Note 1 – Organization and Plan of Business Operations Sound Point Acquisition Corp I, Ltd (the “Company”) was incorporated as a Cayman Islands exempted company on May 4, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which the Company refers to as the initial Business Combination (the “Business Combination”). The Company is not limited to a particular industry or geographic region in the identification and acquisition of a target company. The Company is an emerging growth company and, as such, is subject to all of the risk associated with emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from May 4, 2021 (inception) through March 31, 2023, relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and subsequent to the IPO identifying a target company for a Business Combination. The Company believes it will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Sound Point Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”). The registration statements for the Company’s IPO became effective on March 1, 2022 (the “Effective Date”). On March 4, 2022, the Company consummated its IPO of 25,875,000 units (the “Units”), which includes 3,375,000 Units issued and sold pursuant to the underwriters’ exercise of their option in full to purchase additional Units. Each Unit consists of one Class A ordinary share of the Company, par value of $0.0001 per share (the “Class A ordinary shares”), and one-half Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, dated March 1, 2022, by and between the Company and the Sponsor (the “Private Placement Warrants Purchase Agreement”), the Company completed the sale of 15,437,500 warrants (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”) to the Sponsor at a purchase price of $1.00 per warrant, generating gross proceeds to the Company of $15,437,500 (see Note 4). The Private Placement Warrants are identical to the Public Warrants sold as part of the Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of its Private Placement Warrants until 30 days after the completion of the initial Business Combination, subject to certain limited exceptions. No underwriting discounts or commissions were paid with respect to such sale. In addition, as long as they are held by the Sponsor or their permitted transferees, the Private Placement Warrants may be exercised by the holders on a cashless basis and they (including the Class A ordinary share issuable upon exercise of these warrants) are entitled to registration rights. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) (see Note 4). Transaction costs of the IPO amounted to $14,962,649 consisting of $5,175,000 of underwriting discounts, $9,056,250 of deferred underwriting discount, and $731,399 of other offering costs. Following the closing of the IPO on March 4, 2022, a total of $266,512,500 ($10.30 per Unit), comprised of $253,575,000 of the proceeds from the IPO (which amount includes $9,056,250 of the underwriters’ deferred discount) and $12,937,500 of the proceeds from the sale of the Private Placement Warrants, was placed in a U.S.-based Trust Account (“Trust Account”) and will be invested only in U.S. government treasury obligations, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 Substantially all of the net proceeds of the Initial Public Offering and the Sale of the Private Placement Warrants are intended to be applied generally toward consummating a Business Combination, and the Company’s management has broad discretion to identify targets for such a potential Business Combination and over the specific application of the funds held in the Trust Account (as defined below) if and when such funds are properly released from the Trust Account. There is no assurance that the Company will be able to complete a Business Combination successfully. The Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in connection with its Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination at a per-share The Class A ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with an initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon the consummation of such initial Business Combination and, if the Company seeks shareholder approval, only if the Company obtains the approval of 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. The Company will have 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate its initial Business Combination, as described in more detail in the prospectus related to the IPO) to consummate the initial Business Combination. If the Company has not consummated an initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate its initial Business Combination, as described in more detail in the prospectus related to the IPO), the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten per-share to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case, to obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to warrants, which will expire worthless if the Company fails to consummate an initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate its initial Business Combination, as described in more detail in the prospectus related to the IPO). The Sponsor has entered into an agreement with the Company pursuant to which it has agreed to waive its rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as described in Note 5) it holds if the Company fails to consummate an initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate its initial Business Combination, as described in more detail in the prospectus related to the IPO) (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame) (see Note 5). The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not consummate an initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate its initial Business Combination, as described in more detail in the prospectus related to the IPO) and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. The Sponsor, executive officers and directors have agreed, pursuant to a written agreement with the Company, that they will not propose any amendment to the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the obligation to provide holders of Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate its initial Business Combination, as described in more detail in the prospectus related to the IPO) or (B) with respect to any other provision relating to the rights of holders of Class A ordinary shares or pre-initial per-share The Company’s amended and restated memorandum and articles of association provides that, if the Company winds up for any other reason prior to the consummation of the initial Business Combination, the Company will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Liquidity and Going Concern The Company’s assessment of going concern considerations was made in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to consummate a business combination by this date but there is no guarantee it will be able to do so. If the Business Combination is not consummated the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 4, 2023. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a compete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-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”). As such, the Company is eligible to 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period. The Company will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which the Company will have total annual gross revenue of at least $1.07 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of Class A ordinary shares that are held by non-affiliates non-convertible Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. non-affiliates non-affiliates Use of Estimates The preparation of the condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimate with regards to these condensed financial statements relates to the fair value of the warrant liabilities (see Note 10). 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 did not have any cash equivalents as of March 31, 2023 and December 31, 2022. Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the periods regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the IPO. Upon the completion of the IPO, the offering costs were allocated using the relative fair values of the Class A ordinary shares, the Public Warrants and Private Placement Warrants. The costs allocated to Warrants were recognized in other expenses and those related to the Class A ordinary shares were charged against the carrying value of Class A ordinary shares. The Company complies with the requirements of the ASC 340-10-S99-1. 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.” For derivative instruments that are accounted for as liabilities, the derivative instruments are initially recorded at fair value on the grant date and then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the condensed balance sheet date. 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 sheet, primarily due to its short-term nature. The fair value of the warrant liabilities is discussed below. Investments Held in the Trust Account At March 31, 2023 and December 31, 2022, the assets held in the Trust Account were money market funds, which are invested primarily in U.S. Treasury securities. The money market funds are presented on the balance sheets at fair value at the end of the reporting period. Gains and losses resulting from the change in fair value of the money market funds are included in earnings on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. 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. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Class A Ordinary Shares Subject to Possible Redemption As discussed in Note 7, all of the 25,875,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Such changes are reflected in additional paid-in-capital, paid-in-capital, Warrant Liabilities The Company accounts for outstanding Warrants in accordance with the guidance contained in ASC 815-40, 815-40”) re-measurement For issued or modified warrants that meet all of the criteria for equity classifications, the warrants are required to be recorded as a component of additional paid-in non-cash Income Taxes The Company accounts for income taxes under FASB ASC 740 (“Income Taxes”) which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income per Share Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Earnings are shared pro rata between the two classes of shares. The Company has not considered the effect of Warrants sold in the IPO and private placement to purchase 28,375,000 shares of Class A ordinary shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from net income per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per share: Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Class A Class B Class A Class B Numerator: Allocation of net income $ 2,125,534 $ 531,383 $ 265,578 $ 194,235 Denominator: Weighted average shares outstanding 25,875,000 6,468,750 8,050,000 6,468,750 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.03 $ 0.03 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 – Initial Public Offering On March 4, 2022, the Company consummated its IPO of 25,875,000 Units, which includes 3,375,000 Units issued and sold pursuant to the underwriters’ exercise of their option in full to purchase additional Units. Each Unit consists of one Class A ordinary share of the Company, par value of $0.0001 per share, and one-half Public Warrant is exercisable to purchase one Class A ordinary s |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | Note 4 – Private Placement Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 15,437,500 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per warrant generating gross proceeds to the Company of $15,437,500. The Private Placement Warrants are identical to the Public Warrants sold as part of the Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of its Private Placement Warrants until 30 days after the completion of the initial Business Combination, subject to certain limited exceptions. No underwriting discounts or commissions were paid with respect to such sale. In addition, as long as they are held by the Sponsor or their permitted transferees, the Private Placement Warrants may be exercised by the holders on a cashless basis and they (including the Class A ordinary share issuable upon exercise of these warrants) are entitled to registration rights. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. If the Company does not consummate an initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate its initial Business Combination, as described in more detail in the prospectus related to the IPO), the Private Placement Warrants will expire worthless. The personal and financial interests of the executive officers and directors may influence their motivation in identifying and selecting a target Business Combination, completing an initial Business Combination and influencing the operation of the business following the initial Business Combination. This risk may become more acute as the 15-month 18-month 21-month The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company (except as described below in Note 9) so as long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor, or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants included in the Units sold in the IPO. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 – Related Party Transactions Founder Shares In May 2021, the Sponsor paid $25,000, or approximately $0.003 per share, for the issuance to the Sponsor of 8,625,000 Class B ordinary shares of the Company, par value of $0.0001 per share (the “Founder Shares”). In January 2022, the Sponsor transferred 25,000 Founder Shares to each of the Company’s four independent directors at a purchase price of approximately $0.003 per share. In January 2022, the Sponsor surrendered 2,875,000 Founder Shares to the Company for no consideration resulting in an aggregate of 5,750,000 Founder Shares outstanding. On March 1, 2022, the Company effected a share capitalization which resulted in 6,468,750 Founder Shares outstanding (up to 843,750 of which were subject to forfeiture by the Sponsor, depending on the extent to which the underwriter’s over-allotment option is exercised). The underwriters have fully exercised the over-allotment option; thus, the 843,750 Founder Shares are no longer subject to forfeiture. As a result of such surrender and capitalization of share capital, the effective per-share per-share Except as described herein, the Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the 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 after the initial Business Combination, or (y) the date on which the Company will complete a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor and directors and executive officers with respect to any Founder Shares. The Founder Shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. Prior to the consummation of an initial Business Combination, only holders of Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. These provisions of the amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds In connection with the initial Business Combination, the Company may enter into shareholders agreements or other arrangements with the shareholders of the target with respect to voting or other corporate governance matters following completion of the initial Business Combination. Promissory Note – Related Party On May 13, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. Prior to March 31, 2022, the Company had borrowed $300,000 under the promissory note with the Sponsor (the “Promissory Note”). These loans were non-interest Related Party Loans In order to finance working capital needs and transaction costs in connection with an intended initial 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”). In addition, the Sponsor or an affiliate or designee of the Sponsor may, but is not obligated to, provide loans to the Company to fund extension payments (“Extension Loans” and, together with the Working Capital Loans, the “Related Party Loans”). If the Company completes its initial Business Combination, the Company may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such 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 such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of the 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. In addition, up to $5,175,000 of the Extension Loans may be converted into warrants at a price of $1.00 per warrant at the option of the lender (at or prior to the initial Business Combination). The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability, exercise period and restrictions on transfer. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor, its affiliates or any members of the Company’s management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. Administrative Support Agreement Commencing on the date the Company’s securities were first listed on Nasdaq, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Operating expenses includes $30,000 and $9,000 under this agreement for the three months ended March 31, 2023 and 2022. As of March 31, 2023 and December 31, 2022, the Company had $40,000 and $10,000 owed under this agreement shown on the balance sheet as Due to affiliate. Forward Purchase Agreement In connection with the consummation of the IPO, the Company entered into two forward purchase agreements (the “forward purchase agreements”) with certain affiliates of the Sponsor (the “forward purchasers”), pursuant to which the forward purchasers committed to purchase from the Company an aggregate of $50.0 million of Class A ordinary shares (the “forward purchase shares”), at a price of $10.00 per share, in private placements that will close concurrently with the closing of the Company’s initial Business Combination. See Note 6 for additional details of the Forward Purchase Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 – Commitments and Contingencies Registrations Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Related Party Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of such loans) are entitled to registration rights pursuant to a registration rights agreement signed on the Effective Date. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,056,250. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account located in the United States as described herein and released to the underwriters only upon the consummation of an initial Business Combination. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not consummate an initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate its initial Business Combination, as described in more detail in the prospectus related to the IPO) and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. Forward Purchase Agreements In connection with the consummation of the IPO, the Company entered into two forward purchase agreements (the “forward purchase agreements”) with certain affiliates of the Sponsor (the “forward purchasers”), pursuant to which the forward purchasers committed to purchase from the Company an aggregate of $ 50.0 m lock-up Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. 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 and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7 – Class A Ordinary Shares Subject to Possible Redemption The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At March 31, 2023 and December 31, 2022, there were no Class A ordinary shares issued or outstanding (excluding 25,875,000 Class A ordinary shares subject to possible redemption at March 31, 2023 and December 31, 2022). Class A ordinary shares subject to possible redemption are classified outside of permanent equity and are measured at their redemption value. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 8 – Shareholders’ Deficit Preference Shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2023 and December 31, 2022, there were no preference shares issued or outstanding. Class B Ordinary Shares The Company is authorized to issue 50,000,000 class B ordinary shares. Holders of Class B ordinary shares are entitled to one vote for each share. At March 31, 2023 and December 31, 2022, there were 6,468,750 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class, which each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof as described herein. The Founder Shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Warrants Liabilities
Warrants Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Warrants Liabilities Disclosure [Abstract] | |
Warrant Liabilities | Note 9 – Warrants Liabilities The Company accounted for the 28,375,000 Warrants issued in connection with the IPO (the 12,937,500 Public Warrants and the 15,437,500 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. re-measurement re-measurement, The Company structured each Unit to contain one-half Each whole warrant entitles the holder to purchase Class A ordinary share at a price of $ per whole share, subject to adjustments as described herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes (other than any forward purchase shares) in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than % 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 Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $ per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to % of the higher of the Market Value and the Newly Issued Price, the $ per share redemption trigger price described in the prospectus related to the IPO adjacent to the captions “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described in the prospectus related to the IPO adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial Business Combination, the Company will use the commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use the commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 • 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 • if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments” in the prospectus related to the IPO) for any 20 trading days within a 30-trading Redemptions of warrants for cash when the price per Class A ordinary share equals or exceeds $10.00. Once • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants” in the prospectus related to the IPO based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities—Warrants—Public Shareholders’ Warrants” in the prospectus related to the IPO; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments” in the prospectus related to the IPO) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. The Company will provide the warrant holders with the final fair market value no later than one business day after the ten trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Commencing April 22, 2022, holders of the Company’s Units may elect to separately trade the Class A ordinary shares and warrants. Those Units not separated will continue to trade as a Unit. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 – Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects the Company’s management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following tables present information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, including the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2023 Carrying Value Level 1 Level 2 Level 3 Assets: Investments held in the Trust Account $ 273,307,147 $ 273,307,147 $ — $ — Liabilities: Private placement warrants $ 1,563,819 $ — $ 1,563,819 $ — Public warrants 1,310,569 — 1,310,569 — Total liabilities measured at fair value $ 2,874,388 $ — $ 2,874,388 $ — December 31, 2022 Carrying Value Level 1 Level 2 Level 3 Assets: Investments held in the Trust Account $ 270,415,819 $ 270,415,819 $ — $ — Liabilities: Private placement warrants $ 1,543,750 $ — $ 1,543,750 $ — Public warrants 1,293,750 — 1,293,750 — Total liabilities measured at fair value $ 2,837,500 $ — $ 2,837,500 $ — As of March 31, 2023 and December 31, 2022, the Company has $272,261,154 and $269,540,417 held in the Trust Account, respectively, which is primarily held in money market funds, which are invested primarily in U.S. Treasury securities. As of March 31, 2023 and December 31, 2022, the carrying value was $273,307,147 and $270,415,819, respectively. The difference between the carrying value and the fair value is the accrued dividend income. The fair values of the Company’s Level 1 instruments were derived from quoted market prices in active markets for these specific instruments. The Warrants are accounted for as liabilities pursuant to ASC 815-40 As of March 31, 2023, the Private Placement Warrants were not separately traded on an open market. The fair value was determined based on quoted prices for comparable instruments and are valued with a Level 2 classification. As of March 31, 2023, the Public Warrants were traded on an open market. The fair value was determined based on the close price of the Public Warrant price however, due to low trading volume were classified as Level 2. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date the 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 financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a compete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-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”). As such, the Company is eligible to 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period. The Company will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which the Company will have total annual gross revenue of at least $1.07 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of Class A ordinary shares that are held by non-affiliates non-convertible Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. non-affiliates non-affiliates |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimate with regards to these condensed financial statements relates to the fair value of the warrant liabilities (see Note 10). |
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 did not have any cash equivalents as of March 31, 2023 and December 31, 2022. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the periods regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the IPO. Upon the completion of the IPO, the offering costs were allocated using the relative fair values of the Class A ordinary shares, the Public Warrants and Private Placement Warrants. The costs allocated to Warrants were recognized in other expenses and those related to the Class A ordinary shares were charged against the carrying value of Class A ordinary shares. The Company complies with the requirements of the ASC 340-10-S99-1. |
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.” For derivative instruments that are accounted for as liabilities, the derivative instruments are initially recorded at fair value on the grant date and then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the condensed balance sheet date. |
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 sheet, primarily due to its short-term nature. The fair value of the warrant liabilities is discussed below. |
Investments Held in the Trust Account | Investments Held in the Trust Account At March 31, 2023 and December 31, 2022, the assets held in the Trust Account were money market funds, which are invested primarily in U.S. Treasury securities. The money market funds are presented on the balance sheets at fair value at the end of the reporting period. Gains and losses resulting from the change in fair value of the money market funds are included in earnings on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption As discussed in Note 7, all of the 25,875,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Such changes are reflected in additional paid-in-capital, paid-in-capital, |
Warrant Liabilities | Warrant Liabilities The Company accounts for outstanding Warrants in accordance with the guidance contained in ASC 815-40, 815-40”) re-measurement For issued or modified warrants that meet all of the criteria for equity classifications, the warrants are required to be recorded as a component of additional paid-in non-cash |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740 (“Income Taxes”) which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Income per Share | Net Income per Share Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Earnings are shared pro rata between the two classes of shares. The Company has not considered the effect of Warrants sold in the IPO and private placement to purchase 28,375,000 shares of Class A ordinary shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from net income per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per share: Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Class A Class B Class A Class B Numerator: Allocation of net income $ 2,125,534 $ 531,383 $ 265,578 $ 194,235 Denominator: Weighted average shares outstanding 25,875,000 6,468,750 8,050,000 6,468,750 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.03 $ 0.03 |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of calculation of basic and diluted net income per share | The following table reflects the calculation of basic and diluted net income per share: Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Class A Class B Class A Class B Numerator: Allocation of net income $ 2,125,534 $ 531,383 $ 265,578 $ 194,235 Denominator: Weighted average shares outstanding 25,875,000 6,468,750 8,050,000 6,468,750 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.03 $ 0.03 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of fair value of assets and liabilities on recurring basis | The following tables present information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, including the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2023 Carrying Value Level 1 Level 2 Level 3 Assets: Investments held in the Trust Account $ 273,307,147 $ 273,307,147 $ — $ — Liabilities: Private placement warrants $ 1,563,819 $ — $ 1,563,819 $ — Public warrants 1,310,569 — 1,310,569 — Total liabilities measured at fair value $ 2,874,388 $ — $ 2,874,388 $ — December 31, 2022 Carrying Value Level 1 Level 2 Level 3 Assets: Investments held in the Trust Account $ 270,415,819 $ 270,415,819 $ — $ — Liabilities: Private placement warrants $ 1,543,750 $ — $ 1,543,750 $ — Public warrants 1,293,750 — 1,293,750 — Total liabilities measured at fair value $ 2,837,500 $ — $ 2,837,500 $ — |
Organization and Plan of Busi_2
Organization and Plan of Business Operations - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 04, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Proceeds from issuance of IPO | $ 0 | $ 253,575,000 | |
Proceeds from issuance of private placement | 0 | 15,437,500 | |
Underwriting fees | 9,056,250 | ||
Payment to acquire restricted investments | $ 2,720,737 | $ 266,512,500 | |
Percentage of shares to be redeemed | 100% | ||
Dissolution expense | $ 100,000 | ||
Threshold business days for redemption of public shares | 10 days | ||
Minimum [Member] | |||
Percentage of voting interests acquired | 50% | ||
Net tangible assets | $ 5,000,001 | ||
US Government Securities [Member] | |||
Restricted investments term | 185 days | ||
Public Warrants [Member] | Maximum [Member] | |||
Minimum lock In period for registration from date of business combination | 21 months | ||
Public Warrants [Member] | Minimum [Member] | |||
Minimum lock In period for registration from date of business combination | 15 months | ||
Private Placement Warrants [Member] | |||
Proceeds from issuance of private placement | $ 12,937,500 | ||
Private Placement Warrants [Member] | Private Placement Warrants Purchase Agreement [Member] | |||
Class of warrants and rights issued | 15,437,500 | 15,437,500 | |
Class of warrants and rights issued price per warrant | $ 1 | $ 1 | |
Proceeds from issuance of private placement | $ 15,437,500 | $ 15,437,500 | |
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | 30 days | |
IPO [Member] | |||
Share price | $ 10.3 | ||
Proceeds from issuance of IPO | $ 253,575,000 | ||
Transaction costs | 14,962,649 | ||
Underwriting fees | 5,175,000 | ||
Deferred underwriting commissions | 9,056,250 | ||
Other offering cost | 731,399 | ||
Payment to acquire restricted investments | $ 266,512,500 | ||
Over-Allotment Option [Member] | |||
Stock issued during period shares | 3,375,000 | ||
Class A ordinary shares | |||
Shares issuable | 1 | ||
Exercise price of warrant | $ 11.5 | ||
Class A ordinary shares | Public Warrants [Member] | |||
Shares issuable | 1 | ||
Exercise price of warrant | $ 11.5 | ||
Class A ordinary shares | IPO [Member] | |||
Stock issued during period shares | 25,875,000 | ||
Shares issued price per share | $ 0.0001 | ||
Stock conversion basis | one-half of one | The Company structured each Unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of the initial Business Combination as compared to units that each contain a whole warrant to purchase one whole share, thus making the Company a more attractive Business Combination partner for target businesses. | |
Share price | $ 10 | ||
Proceeds from issuance of IPO | $ 258,750,000 | ||
Class A ordinary shares | Over-Allotment Option [Member] | |||
Stock issued during period shares | 3,375,000 | ||
Public shares [Member] | |||
Share price | $ 10.3 | ||
Percentage of shares to be redeemed | 100% | ||
Public shares [Member] | Minimum [Member] | |||
Share price | $ 0.2 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 04, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Cash equivalents | $ 0 | $ 0 | ||
FDIC insured amount | 250,000 | |||
Unrecognized tax benefits | 0 | 0 | ||
Accrued for interest and penalties | $ 0 | $ 0 | ||
Warrant [Member] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 28,375,000 | |||
Maximum [Member] | Non Convertible Debt [Member] | ||||
Debt conversion converted instrument amount | $ 1,000,000,000 | |||
Maximum [Member] | NonAffiliates [Member] | ||||
Annual gross revenue | $ 100,000,000 | |||
Minimum [Member] | ||||
Annual gross revenue | 1,070,000,000 | |||
Common Class A [Member] | ||||
Temporary equity, accretion to redemption value | $ 30,772,209 | |||
Offering costs | $ 729,390 | |||
Common Class A [Member] | IPO [Member] | ||||
Stock issued during period shares | 25,875,000 | |||
Common Class A [Member] | Maximum [Member] | ||||
Common stock value outstanding | 700,000,000 | |||
Common Class A [Member] | Maximum [Member] | NonAffiliates [Member] | ||||
Common stock value outstanding | 700,000,000 | |||
Common Class A [Member] | Minimum [Member] | ||||
Common stock value outstanding | $ 250,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Calculation of Basic and Diluted Net Income Per Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income | $ 2,125,534 | $ 265,578 |
Denominator: | ||
Weighted average shares outstanding , Basic | 25,875,000 | 8,050,000 |
Weighted average shares outstanding , Diluted | 25,875,000 | 8,050,000 |
Net income per share , Basic | $ 0.08 | $ 0.03 |
Net income per share , Diluted | $ 0.08 | $ 0.03 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income | $ 531,383 | $ 194,235 |
Denominator: | ||
Weighted average shares outstanding , Basic | 6,468,750 | 6,468,750 |
Weighted average shares outstanding , Diluted | 6,468,750 | 6,468,750 |
Net income per share , Basic | $ 0.08 | $ 0.03 |
Net income per share , Diluted | $ 0.08 | $ 0.03 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 04, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Proceeds from issuance of IPO | $ 0 | $ 253,575,000 | |
Class A ordinary shares | |||
Shares issuable | 1 | ||
Exercise price of warrant | $ 11.5 | ||
IPO [Member] | |||
Share price | $ 10.3 | ||
Proceeds from issuance of IPO | $ 253,575,000 | ||
IPO [Member] | Class A ordinary shares | |||
Stock issued during period shares | 25,875,000 | ||
Shares issued price per share | $ 0.0001 | ||
Stock conversion basis | one-half of one | The Company structured each Unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of the initial Business Combination as compared to units that each contain a whole warrant to purchase one whole share, thus making the Company a more attractive Business Combination partner for target businesses. | |
Share price | $ 10 | ||
Proceeds from issuance of IPO | $ 258,750,000 | ||
Over-Allotment Option [Member] | |||
Stock issued during period shares | 3,375,000 | ||
Over-Allotment Option [Member] | Class A ordinary shares | |||
Stock issued during period shares | 3,375,000 | ||
Public Warrants [Member] | Class A ordinary shares | |||
Shares issuable | 1 | ||
Exercise price of warrant | $ 11.5 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 04, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Proceeds from issuance of private placement | $ 0 | $ 15,437,500 | |
Private Placement Warrants [Member] | |||
Proceeds from issuance of private placement | $ 12,937,500 | ||
Private Placement Warrants [Member] | Private Placement Warrants Purchase Agreement [Member] | |||
Class of warrants and rights issued | 15,437,500 | 15,437,500 | |
Class of warrants and rights issued price per warrant | $ 1 | $ 1 | |
Proceeds from issuance of private placement | $ 15,437,500 | $ 15,437,500 | |
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | 30 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Mar. 04, 2022 | Mar. 01, 2022 | Jan. 31, 2022 | May 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | May 13, 2022 | May 13, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Stock issued during period values | $ 235,768,665 | ||||||||
Due to affiliate | $ 40,000 | $ 10,000 | |||||||
Working Capital Loan [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument conversion price | $ 1 | ||||||||
Operating Expenses [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amounts of transaction | $ 30,000 | $ 9,000 | |||||||
Maximum [Member] | Working Capital Loan [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument convertible Into warrants | $ 5,175,000 | $ 1,500,000 | |||||||
Class A ordinary shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Temporary equity shares outstanding | 25,875,000 | 25,875,000 | |||||||
Class B ordinary shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of ownership held by initial shareholders | 20% | ||||||||
IPO [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share price | $ 10.3 | ||||||||
IPO [Member] | Class A ordinary shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued price per share | $ 0.0001 | ||||||||
Stock issued during period shares | 25,875,000 | ||||||||
Share price | $ 10 | ||||||||
IPO [Member] | Class A ordinary shares | Forward Purchase Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share price | $ 10 | ||||||||
Stock issued during period values | $ 50,000,000 | ||||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period shares | 3,375,000 | ||||||||
Over-Allotment Option [Member] | Class A ordinary shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period shares | 3,375,000 | ||||||||
Share Capitalization [Member] | Over-Allotment Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Temporary equity shares outstanding | 6,468,750 | ||||||||
Sponsor [Member] | Office Space Administrative and Support Services [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amounts of transaction | $ 10,000 | ||||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument face amount | $ 300,000 | $ 300,000 | |||||||
Debt instrument maturity date | Mar. 31, 2022 | ||||||||
Sponsor [Member] | Class A ordinary shares | Share Price More Than Or Equals To USD Twelve [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share transfer, trigger price price per share | $ 12 | ||||||||
Number of consecutive trading days for determining share price | 20 days | ||||||||
Number of trading days for determining share price | 30 days | ||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued price per share | $ 0.004 | ||||||||
Shares issued were subject to forfeiture | 843,750 | ||||||||
Sponsor [Member] | Founder Shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued were subject to forfeiture | 2,875,000 | ||||||||
Temporary equity shares outstanding | 5,750,000 | ||||||||
Sponsor [Member] | Founder Shares [Member] | Independent Directors [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued price per share | $ 0.003 | ||||||||
Stock issued during period shares | 25,000 | ||||||||
Sponsor [Member] | Founder Shares [Member] | Class B ordinary shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period value issued for services | $ 25,000 | ||||||||
Stock issued during period shares issued for services | 8,625,000 | ||||||||
Sponsor [Member] | Founder Shares [Member] | Class B ordinary shares | Minimum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued price per share | $ 0.0001 | ||||||||
Sponsor [Member] | Founder Shares [Member] | Class B ordinary shares | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued price per share | $ 0.003 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 04, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Line Items] | |||
Underwriting Discount paid per unit | $ 0.35 | ||
Underwriting expense paid | $ 9,056,250 | ||
Stock issued during period values | $ 235,768,665 | ||
IPO [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Underwriting expense paid | $ 5,175,000 | ||
Share price | $ 10.3 | ||
IPO [Member] | Common Class A [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Stock issued during period shares | 25,875,000 | ||
Share price | $ 10 | ||
IPO [Member] | Common Class A [Member] | Forward Purchase Agreement [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Share price | $ 10 | ||
Stock issued during period values | $ 50,000,000 | ||
Over-Allotment Option [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Over allotment option period | 45 days | ||
Stock issued during period shares | 3,375,000 | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Stock issued during period shares | 3,375,000 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - Class A ordinary shares - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Temporary equity shares outstanding | 25,875,000 | 25,875,000 |
Common stock voting rights | one vote |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common stock voting rights | one vote | |
Class A ordinary shares | Founder Shares [Member] | ||
Common stock, threshold percentage on conversion of shares | 20% | |
Class B ordinary shares | ||
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 6,468,750 | 6,468,750 |
Common stock shares outstanding | 6,468,750 | 6,468,750 |
Common stock voting rights | one vote |
Warrants Liabilities - Addition
Warrants Liabilities - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 04, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Proceeds from equity used for funding business combination as a percentage of the total | 60% | ||
Number of trading days for determining the share price | 20 days | ||
Warrants and rights outstanding term | 5 years | ||
Number of consecutive trading days for determining the share price | 30 days | ||
Public Warrants [Member] | Redemption Of Warrants When The Price Per Class A Ordinary Share Equals Or Exceeds 18.00 [Member] | Share Trigger Price One [Member] | |||
Minimum notice period to be given to the holders of warrants | 30 days | ||
Share price | $ 18 | ||
Class of warrants or rights redemption price per warrant | $ 0.01 | ||
Class A ordinary shares | |||
Class of warrant or right number of securities | 1 | ||
Class of warrant or right exercise price | $ 11.5 | ||
Class of warrants or rights redemption price per unit | $ 10 | ||
Number of days after which business combination within which securities registration shall be not effective | 60 days | ||
Maximum redemption feature per warrant | $ 0.361 | ||
Class A ordinary shares | Redemption Of Warrants When The Price Per Class A Ordinary Share Equals Or Exceeds 18.00 [Member] | |||
Adjusted exercise price of warrants as a percentage of newly issued price | 115% | ||
Class of warrants or rights per share redemption trigger price | $ 18 | ||
Class A ordinary shares | Redemption Of Warrants When The Price Per Class A Ordinary Share Equals Or Exceeds 10.00 [Member] | |||
Adjusted exercise price of warrants as a percentage of newly issued price | 180% | ||
Class of warrants or rights per share redemption trigger price | $ 10 | $ 9.2 | |
Class of warrants or rights redemption price per unit | 10 | ||
Class A ordinary shares | From The Completion Of Business Combination [Member] | |||
Class of warrant or right exercise price | 9.2 | ||
Class A ordinary shares | Public Warrants [Member] | |||
Class of warrant or right number of securities | 1 | ||
Class of warrant or right exercise price | $ 11.5 | ||
Class of warrants or rights redemption price per unit | $ 0.1 | ||
Minimum notice period to be given to the holders of warrants | 30 days | ||
Class A ordinary shares | Public Warrants [Member] | Redemption Of Warrants When The Price Per Class A Ordinary Share Equals Or Exceeds 18.00 [Member] | |||
Class of warrants or rights redemption price per unit | $ 18 | ||
Share price | $ 18 | ||
Class A ordinary shares | Public Warrants [Member] | Redemption Of Warrants When The Price Per Class A Ordinary Share Equals Or Exceeds 10.00 [Member] | |||
Number of trading days for determining the share price | 20 days | ||
Share price | $ 10 | ||
Number of consecutive trading days for determining the share price | 30 days | ||
IPO [Member] | |||
Class of warrants or rights warrants issued during the period units | 28,375,000 | ||
Share price | $ 10.3 | ||
IPO [Member] | Public Warrants [Member] | |||
Class of warrants or rights warrants issued during the period units | 12,937,500 | ||
IPO [Member] | Private Placement Warrants [Member] | |||
Class of warrants or rights warrants issued during the period units | 15,437,500 | ||
IPO [Member] | Class A ordinary shares | |||
Common stock conversion basis | one-half of one | The Company structured each Unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of the initial Business Combination as compared to units that each contain a whole warrant to purchase one whole share, thus making the Company a more attractive Business Combination partner for target businesses. | |
Share price | $ 10 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Assets and Liabilities on Recurring Basis (Detail) - Recurring [Member] - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Investments held in the Trust Account | $ 273,307,147 | $ 270,415,819 |
Liabilities: | ||
Warrants | 2,874,388 | 2,837,500 |
Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrants | 1,563,819 | 1,543,750 |
Public Warrants [Member] | ||
Liabilities: | ||
Warrants | 1,310,569 | 1,293,750 |
Asset Held In Trust [Member] | ||
Assets: | ||
Investments held in the Trust Account | 273,307,147 | 270,415,819 |
Level 1 [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Level 1 [Member] | Asset Held In Trust [Member] | ||
Assets: | ||
Investments held in the Trust Account | 273,307,147 | 270,415,819 |
Level 2 [Member] | ||
Liabilities: | ||
Warrants | 2,874,388 | 2,837,500 |
Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrants | 1,563,819 | 1,543,750 |
Level 2 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrants | $ 1,310,569 | $ 1,293,750 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Investments held in Trust Account | $ 272,261,154 | $ 269,540,417 |
Recurring [Member] | ||
Investments held in the Trust Account | $ 273,307,147 | $ 270,415,819 |