Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | SCREAMING EAGLE ACQUISITION CORP. | |
Entity Central Index Key | 0001893325 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Title of 12(b) Security | Class A ordinary shares, 0.0001 par value | |
Trading Symbol | SCRM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Tax Identification Number | 00-0000000 | |
Entity File Number | 001-41203 | |
Entity Address, Address Line One | 955 Fifth Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10075 | |
City Area Code | 310 | |
Local Phone Number | 209-7280 | |
Entity Incorporation, State or Country Code | E9 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 75,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,750,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | SCRMU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | SCRMW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | ||
Current assets: | ||||
Cash | $ 79,053 | $ 0 | ||
Prepaid expenses | 752,116 | 0 | ||
Total current assets | 831,169 | 0 | ||
Deferred offering costs | 787,938 | |||
Cash and investments held in Trust Account | 753,540,845 | 0 | ||
Total assets | 754,372,014 | 787,938 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 296,338 | 453,401 | ||
Promissory note - related party | 0 | 300,000 | ||
Due to Sponsor | 0 | 14,537 | ||
Total current liabilities | 296,338 | 767,938 | ||
Warrant liability | 2,581,333 | 0 | ||
Deferred underwriting compensation | 26,250,000 | 0 | ||
Total liability | 29,127,671 | 767,938 | ||
Commitments and contingencies | ||||
Class A ordinary shares subject to possible redemption; 75,000,000 shares at $10.00 per share redemption value | 753,332,018 | 0 | ||
Shareholders' equity (deficit): | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 | ||
Additional paid-in capital | 0 | 22,844 | ||
Accumulated deficit | (28,089,550) | (5,000) | ||
Total shareholders' equity (deficit) | (28,087,675) | 20,000 | [1] | |
Total liabilities, and shareholders' equity (deficit) | 754,372,014 | 787,938 | ||
Common Class A [Member] | ||||
Shareholders' equity (deficit): | ||||
Common Stock | 0 | 0 | ||
Common Class B [Member] | ||||
Shareholders' equity (deficit): | ||||
Common Stock | $ 1,875 | [2] | $ 2,156 | [3] |
[1]Shares and the associated amounts have been retroactively adjusted to reflect the issuance of 4,312,500 Class B ordinary shares in a share recapitalization on December 13, 2021.[2]Reflects the surrender of 2,812,500 Class B ordinary shares for no consideration on February 19, 2022 (see Note 5).[3]Shares and the associated amounts have been retroactively adjusted to reflect the issuance of 4,312,500 Class B ordinary shares in a share recapitalization on December 13, 2021. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Feb. 19, 2022 | Dec. 31, 2021 | Dec. 13, 2021 | Nov. 05, 2021 |
Temporary Equity, Shares Outstanding | 75,000,000 | ||||
Temporary Equity, Redemption Price Per Share | $ 10.04 | $ 10.04 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Preferred Stock, Shares Authorized | 1,000,000 | ||||
Preferred Stock, Shares Issued | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | |||
Common Class A [Member] | |||||
Temporary Equity, Shares Outstanding | 75,000,000 | ||||
Temporary Equity, Redemption Price Per Share | $ 10 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Preferred Stock, Shares Authorized | 1,000,000 | ||||
Preferred Stock, Shares Issued | 0 | ||||
Preferred Stock, Shares Outstanding | 0 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Common Stock, Shares Authorized | 400,000,000 | ||||
Common Stock, Shares, Issued | 0 | 0 | |||
Common Stock, Shares, Outstanding | 0 | 0 | |||
Common Class B [Member] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Common Stock, Shares Authorized | 80,000,000 | ||||
Common Stock, Shares, Issued | 18,750,000 | 21,562,500 | 4,312,500 | 17,250,000 | |
Common Stock, Shares, Outstanding | 18,750,000 | 21,562,500 | 17,250,000 | ||
Common Stock, Shares, surrender | 2,812,500 | ||||
Common Stock, shares surrender, value | $ 0 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | ||
Operating costs | $ 411,769 | $ 1,204,953 | |
Loss from operations | (411,769) | (1,204,953) | |
Other income (expense): | |||
Interest income from investments held in Trust Account | 3,235,822 | 3,540,845 | |
Warrant issuance transaction costs | 0 | (20,182) | |
Change in fair value of warrant liability | 2,464,000 | 14,901,333 | |
Net income | $ 5,288,053 | $ 17,217,043 | |
Common Class A [Member] | |||
Other income (expense): | |||
Weighted average number of ordinary shares | 75,000,000 | 72,500,000 | |
Basic net income per share | $ 0.06 | $ 0.19 | |
Diluted net income per share | $ 0.06 | $ 0.19 | |
Common Class B [Member] | |||
Other income (expense): | |||
Weighted average number of ordinary shares | [1] | 18,750,000 | 18,750,000 |
Basic net income per share | $ 0.06 | $ 0.19 | |
Diluted net income per share | $ 0.06 | $ 0.19 | |
[1]Shares and the associated amounts have been retroactively adjusted to reflect the issuance of 4,312,500 Class B ordinary shares in a share recapitalization on December 13, 2021 and the surrender of 2,812,500 Class B ordinary shares for no consideration on February 19, 2022 (see Note 5). |
Condensed Statements Of Opera_2
Condensed Statements Of Operations (Parenthetical) - Common Class B [Member] - USD ($) | Sep. 30, 2022 | Feb. 19, 2022 | Dec. 31, 2021 | Dec. 13, 2021 | Nov. 05, 2021 |
Common Stock, Shares, Issued | 18,750,000 | 21,562,500 | 4,312,500 | 17,250,000 | |
Common Stock, Shares, surrender | 2,812,500 | ||||
Common Stock, shares surrender, value | $ 0 |
Condensed Statements Of Changes
Condensed Statements Of Changes In Shareholder's Equity (Deficit) - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] Ordinary Shares [Member] | Common Class B [Member] Ordinary Shares [Member] | |
Beginning balance, Shares at Dec. 31, 2021 | [1] | 0 | 21,562,500 | |||
Beginning balance, Amount at Dec. 31, 2021 | [1] | $ 20,000 | $ 22,844 | $ (5,000) | $ 0 | $ 2,156 |
Forfeiture of Class B shares, Shares | [2] | (2,812,500) | ||||
Forfeiture of Class B shares, Amount | [2] | 281 | $ (281) | |||
Cash received in excess of fair value of private warrants | 117,334 | 117,334 | ||||
Fair value of public warrants at issuance | 36,750,000 | 36,750,000 | ||||
Accretion of Class A ordinary shares subject to possible redemption | (78,860,034) | (36,890,459) | (41,969,575) | |||
Net income | 9,876,745 | 9,876,745 | ||||
Ending balance, Shares at Mar. 31, 2022 | 0 | 18,750,000 | ||||
Ending balance, Amount at Mar. 31, 2022 | (32,095,955) | 0 | (32,097,830) | $ 0 | $ 1,875 | |
Beginning balance, Shares at Dec. 31, 2021 | [1] | 0 | 21,562,500 | |||
Beginning balance, Amount at Dec. 31, 2021 | [1] | 20,000 | 22,844 | (5,000) | $ 0 | $ 2,156 |
Net income | 17,217,043 | |||||
Ending balance, Shares at Sep. 30, 2022 | 0 | 18,750,000 | ||||
Ending balance, Amount at Sep. 30, 2022 | (28,087,675) | 0 | (28,089,550) | $ 0 | $ 1,875 | |
Beginning balance, Shares at Mar. 31, 2022 | 0 | 18,750,000 | ||||
Beginning balance, Amount at Mar. 31, 2022 | (32,095,955) | 0 | (32,097,830) | $ 0 | $ 1,875 | |
Accretion of Class A ordinary shares subject to possible redemption | (305,023) | (305,023) | ||||
Net income | 2,052,245 | 2,052,245 | ||||
Ending balance, Shares at Jun. 30, 2022 | 0 | 18,750,000 | ||||
Ending balance, Amount at Jun. 30, 2022 | (30,348,733) | 0 | (30,350,608) | $ 0 | $ 1,875 | |
Accretion of Class A ordinary shares subject to possible redemption | (3,026,995) | (3,026,995) | ||||
Net income | 5,288,053 | 5,288,053 | ||||
Ending balance, Shares at Sep. 30, 2022 | 0 | 18,750,000 | ||||
Ending balance, Amount at Sep. 30, 2022 | $ (28,087,675) | $ 0 | $ (28,089,550) | $ 0 | $ 1,875 | |
[1]Shares and the associated amounts have been retroactively adjusted to reflect the issuance of 4,312,500 Class B ordinary shares in a share recapitalization on December 13, 2021.[2]Reflects the surrender of 2,812,500 Class B ordinary shares for no consideration on February 19, 2022 (see Note 5). |
Condensed Statements Of Chang_2
Condensed Statements Of Changes In Shareholder's Equity (Deficit) (Parenthetical) - Common Class B [Member] - USD ($) | Sep. 30, 2022 | Feb. 19, 2022 | Dec. 31, 2021 | Dec. 13, 2021 | Nov. 05, 2021 |
Common Stock, Shares, Issued | 18,750,000 | 21,562,500 | 4,312,500 | 17,250,000 | |
Common Stock, Shares, surrender | 2,812,500 | ||||
Common Stock, shares surrender, value | $ 0 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flow | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Cash flows from operating activities: | |
Net income | $ 17,217,043 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest income from investments held in Trust Account | (3,540,845) |
Change in fair value of warrant liability | (14,901,333) |
Warrant issuance transaction costs | 20,182 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (752,116) |
Accounts payable and accrued expenses | 296,338 |
Net cash used in operating activities | (1,660,731) |
Cash flows from investing activities: | |
Principal deposited in Trust Account | (750,000,000) |
Net cash used in investing activities | (750,000,000) |
Cash flows from financing activities: | |
Proceeds from private placement of warrants | 17,600,000 |
Proceeds from sale of units in initial public offering | 750,000,000 |
Payment of underwriters' discount | (15,000,000) |
Payment of offering costs | (545,679) |
Repayment of advances from Sponsor | (14,537) |
Repayment of promissory note - related party | (300,000) |
Net cash provided by financing activities | 751,739,784 |
Net change in cash | 79,053 |
Cash at beginning of period | 0 |
Cash at end of period | 79,053 |
Supplemental disclosure of non-cash investing and financing activities: | |
Deferred underwriting fee payable | 26,250,000 |
Forfeiture of Class B shares for no consideration | $ 281 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | Note 1-Organization Screaming Eagle Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 3, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intends to capitalize on the ability of its management team to identify and combine with a business or businesses that can benefit from its management team’s established global relationships and operating experience. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from November 3, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below and activities related to pursuing merger opportunities. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 5, 2022. On January 10, 2022, the Company consummated its Initial Public Offering of 75,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-third Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,733,333 (the “private placement warrants”) at a price of $1.50 per private placement warrant to the Company’s Sponsor, generating gross proceeds of $17,600,000, which is described in Note 4. Transaction costs amounted to $42,130,216, consisting of $15,000,000 of underwriting fees, $26,250,000 of deferred underwriting fees and $880,216 of other offering costs. Following the closing of the Initial Public Offering and the Private Placement, $750,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and certain proceeds from the sale of the private placement warrants was placed in a trust account (the “Trust Account”). The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete one or more Business Combinations with having an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, management has agreed that $10.00 per Unit sold in the Initial Public Offering, including proceeds of the sale of the private placement warrants, will be held in a trust account (“Trust Account”) and invested in U.S. government securities, in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will complete a Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the Company’s ordinary shares which are represented in person or by proxy and are voted at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent. The Sponsor and the Company’s officers and directors have agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Completion Window (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial The Company has 24 months from the closing of the Initial Public Offering or January 10, 2024, or 27 months from the closing of the Initial Public Offering or April 10, 2024 if the Company has executed a definitive agreement for its initial Business Combination within 24 months from the closing of the Initial Public Offering (the “Completion Window”), to complete a Business Combination. If the Company is unable to complete a Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share The Sponsor and the Company’s officers and directors have agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Completion Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Completion Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Window 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. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes payable. This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and capital resources As of September 30, 2022, the Company had an unrestricted cash balance of $79,053, cash and investments held in the Trust Account of $753,540,845 and a capital deficiency of $217,285. The Company’s working capital needs will be satisfied through the funds, held outside of the Trust Account, from the Public Offering. In addition, the Company is permitted to withdraw interest earned on the Trust Account to fund the Company’s working capital requirements (subject to an aggregate maximum release of $3,000,000) and to pay taxes. Further, 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. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. The terms of such loans have not been determined and no written agreements exist with respect to such loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2-Summary Basis of presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2022 and December 31, 2021, the Company held $922,428 and $0, respectively, in cash equivalents in the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts. Investment Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering costs Offering costs consisted of underwriting, legal, accounting and other expenses incurred directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liability were charged to operations. Offering costs allocated to Class A Ordinary Shares were initially charged to temporary equity and then accreted to ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounted to $42,130,216, of which $42,110,034 was charged to temporary equity upon the completion of the Initial Public Offering and $20,182 was expensed to the condensed statements of operations. Class A Ordinary Shares subject to possible redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in As of September 30, 2022 the Class A ordinary shares reflected on the unaudited condensed balance sheet are reconciled in the following table: Gross proceeds $ 750,000,000 Less Fair value of Public Warrants at issuance (36,750,000 ) Class A ordinary share issuance costs (42,110,034 ) Plus: Accretion of carrying value to redemption value 82,192,052 Class A ordinary shares subject to possible redemption $ 753,332,018 Derivative financial instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Income taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”), which 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 There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrant liability (see Note 10). Warrant liability The Company accounts for the private placement warrants as liabilities at fair value on the condensed balance sheets. The private placement warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the condensed statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the private placement warrants. At that time, the portion of the warrant liability related to the private placement warrants will be reclassified to additional paid-in Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 36,733,333 Class A ordinary share in the aggregate. As of September 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted net income (loss) per share of ordinary share is the same as basic net income (loss) per share of ordinary share for the periods presented. Three Months Ended September 30, Nine Months Ended September 30, Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary Numerator: Allocation of net income (loss) $ 4,230,442 $ 1,057,611 $ 13,679,294 $ 3,537,749 Denominator: Basic and diluted weighted average shares outstanding 75,000,000 18,750,000 72,500,000 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ 0.19 $ 0. 19 Fair value of financial instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recently issued accounting standards Financial Instruments - Credit Losses In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, available-for-sale financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offer [Abstract] | |
Initial Public Offering | Note 3-Initial The Company consummated the Initial Public Offering of 75,000,000 units at $10.00 per unit. Each unit consisted of one Class A ordinary share and one-third |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4-Private The Sponsor purchased an aggregate of 11,733,333 private placement warrants at a price of $1.50 per private placement warrant, for an aggregate purchase price of $17,600,000, from the Company in a private placement that closed simultaneously with the closing of the Initial Public Offering. Each private placement warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the private placement warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Completion Window, the proceeds from the sale of the private placement warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5-Related Founder Shares On November 5, 2021, the Sponsor paid an aggregate of $25,000 to cover certain offering and formation costs of the Company in consideration for 17,250,000 of the Company’s Class B ordinary shares (the “Founder Shares”). On December 13, 2021, the Company effected a share recapitalization with respect to the Class B ordinary shares whereby the Company issued one and one-quarter The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Promissory Note On November 5, 2021, the Company issued the promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Promissory Note”). The Promissory Note is non-interest Due to Sponsor As of December 31, 2021, the amount due to Sponsor was $14,537. The amounts were unpaid reimbursements of offering costs paid by the Sponsor on behalf of the Company. On January 11, 2022, the amount outstanding due to Sponsor was repaid in full. Administrative Services Agreement Commencing on the effective date of the Initial Public Offering, the Company entered into an agreement pursuant to which it will pay an affiliate of the Sponsor $15,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2022, the Company incurred $45,000 and $135,000, respectively, in expenses for services provided by the Sponsor in connection with the aforementioned agreement. As of September 30, 2022, $60,000 is included in accounts payable and accrued expenses in the accompanying condensed unaudited balance sheets. In addition, the Company has agreed that it will indemnify the Sponsor from any claims arising out of or relating to this offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement will provide that the indemnified parties cannot access the funds held in the Trust Account. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, such loans may be converted upon completion of a Business Combination into warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. There have been no borrowings under this arrangement to date. |
Trust Account
Trust Account | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Trust Account | Note 6-Trust A total of $750,000,000, which includes $735,000,000 of the net proceeds from the Public Offering and $15,000,000 from the sale of the private placement warrants, has been placed in the Trust Account. As of September 30, 2022, investment securities in the Company’s Trust Account consisted of $752,618,417 in United States Treasury Bills and $922,428 held as cash equivalents. The Company classifies its Treasury Instruments and equivalent securities as held to maturity in accordance with FASB ASC 320, “Investments-Debt and Equity Securities”. Held-to-maturity Held-to-maturity Carrying Value Gross Quoted Prices in U.S. Government Treasury Securities as of September 30, 2022 (1) $ 752,618,417 $ 342,789 $ 752,961,206 (1) Maturity date December 22, 2022. Subsequent to September 30, 2022, the Company withdrew $ 250,000 of interest earned on the Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and nine months ended September 30, 2022. Level 1 instruments consist of investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7-Commitments Registration Rights The holders of the Founder Shares, private placement warrants and warrants that may be issued upon conversion of the Working Capital 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 Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination. The holders of these securities will be 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 a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Risks and Uncertainties Management is continuing to evaluate the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action within 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 is not determinable as of the date of these unaudited condensed financial statements. 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. Underwriting Agreement The Company had granted the underwriters a 45-day In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $26,250,000 in the aggregate (or $30,187,500 if the underwriters’ over- allotment is exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity (Deficit) | Note 8-Shareholders’ Preference Shares Class A Ordinary Shares o s Class B Ordinary Shares one-quarter Holders of the Founder Shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matter submitted to a vote of the shareholders prior to or in connection with the completion of the initial Business Combination, holders of the Founder Shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one one-for-one |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 9-Warrants As of September 30, 2022, the Company has 25,000,000 Public Warrants and 11,733,333 private placement warrants outstanding. The Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this Form 10-K effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a 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. In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the 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 elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: (1) in whole and not in part; (2) at a price of $0.01 per Public Warrant; (3) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (4) if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The private placement warrants will be identical to the public warrants underlying the Units being sold in the Initial Public Offering, except that (i) the private placement warrants will not be redeemable by the Company, (ii) the private placement warrants and the Class A ordinary shares issuable upon the exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (iii) the private placement warrants will be exercisable on a cashless basis, (iv) will use a different Black-Scholes Warrant Model for purposes of calculating the Black-Scholes Warrant Value (as defined in the Warrant Agreement) and (v) the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants will be entitled to registration rights. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 10-Recurring As of September 30, 2022, investment securities in the Company’s Trust Account consisted of $752,618,417 in United States Treasury Bills and $922,428 held as cash equivalents. See Note 6 for fair value information for the Trust Account. The fair value of private placement warrants was initially and subsequently measured at fair value using a Black-Scholes Option Pricing Model. For the three and nine the private placement warrants of $2,464,000 and $14,901,333, respectively, presented as change in fair value of warrant liability in the accompanying condensed statements of operations. The following table sets forth by level within the fair value hierarchy the Company’s liability that was accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) Private placement warrants $ — $ — $ 2,581,333 The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: January 10, September 30, Ordinary share price $ 9.44 $ 9.67 Exercise price $ 11.50 $ 11.50 Volatility 24.5 % 13.0 % (1) Term 6.33 5.62 Risk-free rate 1.7 % 4.0 % Dividend yield 0 % 0 % Probability of completing Business Combination 76 % (2) 16 % (3) (1) As of September 30, 2022 volatility is probability adjusted. (2) Estimate based on completed SPAC market data published by third party as of January 10, 2022. (3) Estimate based on public trading of rights for SPACs and their implied business combination probabilities as of September 30, 2022. Includes SPACs with completion deadlines similar to the Company’s deadline that have not announced a pending initial business combination. The change in the fair value of the warrant liabilities for the nine months ended September , is summarized as follows: Level 3 Derivative warrant liability at December 31, 2021 $ — Issuance of Private Warrants on January 10, 2022 17,482,666 Change in fair value of derivative warrant liability (12,437,333 ) Level 3 Derivative warrant liability at June 30, 2022 5,045,333 Change in fair value of derivative warrant liability (2,464,000 ) Level 3 Derivative warrant liability at September 30, 2022 $ 2,581,333 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11-Subsequent The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 10, 2022, the date that these unaudited condensed financial statements were available to be issued. Based upon this review, all subsequent events have been adequately disclosed in these unaudited condensed financial statements. Subsequent to September 30, 2022, the Company withdrew $250,000 of interest earned on the |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of estimates | Use of estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash equivalents | Cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2022 and December 31, 2021, the Company held $922,428 and $0, respectively, in cash equivalents in the Trust Account. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts. |
Investment Held in Trust Account | Investment Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Offering costs | Offering costs Offering costs consisted of underwriting, legal, accounting and other expenses incurred directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liability were charged to operations. Offering costs allocated to Class A Ordinary Shares were initially charged to temporary equity and then accreted to ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounted to $42,130,216, of which $42,110,034 was charged to temporary equity upon the completion of the Initial Public Offering and $20,182 was expensed to the condensed statements of operations. |
Class A Ordinary Shares subject to possible redemption | Class A Ordinary Shares subject to possible redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in As of September 30, 2022 the Class A ordinary shares reflected on the unaudited condensed balance sheet are reconciled in the following table: Gross proceeds $ 750,000,000 Less Fair value of Public Warrants at issuance (36,750,000 ) Class A ordinary share issuance costs (42,110,034 ) Plus: Accretion of carrying value to redemption value 82,192,052 Class A ordinary shares subject to possible redemption $ 753,332,018 |
Derivative financial instruments | Derivative financial instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. |
Income taxes | Income taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”), which 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 There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
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 ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrant liability (see Note 10). Fair value of financial instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Warrant liability | Warrant liability The Company accounts for the private placement warrants as liabilities at fair value on the condensed balance sheets. The private placement warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the condensed statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the private placement warrants. At that time, the portion of the warrant liability related to the private placement warrants will be reclassified to additional paid-in |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 36,733,333 Class A ordinary share in the aggregate. As of September 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted net income (loss) per share of ordinary share is the same as basic net income (loss) per share of ordinary share for the periods presented. Three Months Ended September 30, Nine Months Ended September 30, Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary Numerator: Allocation of net income (loss) $ 4,230,442 $ 1,057,611 $ 13,679,294 $ 3,537,749 Denominator: Basic and diluted weighted average shares outstanding 75,000,000 18,750,000 72,500,000 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ 0.19 $ 0. 19 |
Recently issued accounting standards | Recently issued accounting standards Financial Instruments - Credit Losses In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, available-for-sale financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation Of Proceeds From Temporary Equity To Outstanding Value (Detail) | As of September 30, 2022 the Class A ordinary shares reflected on the unaudited condensed balance sheet are reconciled in the following table: Gross proceeds $ 750,000,000 Less Fair value of Public Warrants at issuance (36,750,000 ) Class A ordinary share issuance costs (42,110,034 ) Plus: Accretion of carrying value to redemption value 82,192,052 Class A ordinary shares subject to possible redemption $ 753,332,018 |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended September 30, Nine Months Ended September 30, Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary Numerator: Allocation of net income (loss) $ 4,230,442 $ 1,057,611 $ 13,679,294 $ 3,537,749 Denominator: Basic and diluted weighted average shares outstanding 75,000,000 18,750,000 72,500,000 18,750,000 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ 0.19 $ 0. 19 |
Trust Account (Tables)
Trust Account (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Securities, Available-for-Sale and Held-to-Maturity, after Allowance for Credit Loss [Abstract] | |
Summary of Available-for-sale Securities Reconciliation | Since all of the Company’s permitted investments consist of U.S. government treasury bills and cash, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: Carrying Value Gross Quoted Prices in U.S. Government Treasury Securities as of September 30, 2022 (1) $ 752,618,417 $ 342,789 $ 752,961,206 (1) Maturity date December 22, 2022. Subsequent to September 30, 2022, the Company withdrew $ 250,000 of interest earned on the |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth by level within the fair value hierarchy the Company’s liability that was accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) Private placement warrants $ — $ — $ 2,581,333 |
Summary of quantitative information regarding Level 3 fair value measurements inputs as their measurement dates | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: January 10, September 30, Ordinary share price $ 9.44 $ 9.67 Exercise price $ 11.50 $ 11.50 Volatility 24.5 % 13.0 % (1) Term 6.33 5.62 Risk-free rate 1.7 % 4.0 % Dividend yield 0 % 0 % Probability of completing Business Combination 76 % (2) 16 % (3) (1) As of September 30, 2022 volatility is probability adjusted. (2) Estimate based on completed SPAC market data published by third party as of January 10, 2022. (3) Estimate based on public trading of rights for SPACs and their implied business combination probabilities as of September 30, 2022. Includes SPACs with completion deadlines similar to the Company’s deadline that have not announced a pending initial business combination. |
Summary of The change in the fair value of the warrant liabilities | The change in the fair value of the warrant liabilities for the nine months ended September , is summarized as follows: Level 3 Derivative warrant liability at December 31, 2021 $ — Issuance of Private Warrants on January 10, 2022 17,482,666 Change in fair value of derivative warrant liability (12,437,333 ) Level 3 Derivative warrant liability at June 30, 2022 5,045,333 Change in fair value of derivative warrant liability (2,464,000 ) Level 3 Derivative warrant liability at September 30, 2022 $ 2,581,333 |
Organization Consolidation And
Organization Consolidation And Presentation Of Financial Statements (Detail) - USD ($) | 9 Months Ended | ||
Jan. 10, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Organization And Plan Of Operation [Line Items] | |||
Proceeds from initial public offer | $ 750,000,000 | ||
Proceeds from the issuance of warrants | 17,600,000 | ||
Deferred underwriting commission non current. | 26,250,000 | ||
Payments to Acquire Restricted Investments | $ 750,000,000 | ||
Per Share Value Of Restricted Investments | $ 10 | ||
Term Of Restricted Investments | 185 days | ||
Minimum Percentage Of Net Assets Of The Acquire | 80% | ||
Temporary Equity, Redemption Price Per Share | $ 10.04 | $ 10.04 | |
Minimum Networth Needed To Consummate Business Combination | $ 5,000,001 | ||
Minimum Percentage Of Public Shares That Can Be Transferred Without Restriction | 20% | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | ||
Time limit for the consummation of business combination one. | 24 months | ||
Date before which business combination shall be consummated one. | Jan. 10, 2024 | ||
Time limit for the consummation of business combination two. | 27 months | ||
Date before which business combination shall be consummated two. | Apr. 10, 2024 | ||
number of days after the the cut off date within which public shareholders shall be redeemed in case business combination is not consummated | 10 days | ||
Liquidation Basis of Accounting, Accrued Costs to Dispose of Assets and Liabilities | $ 100,000 | ||
Assets Held-in-trust, Noncurrent | 753,540,845 | $ 0 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 79,053 | ||
Maximum release permitted to be withdrawn | 3,000,000 | ||
Working capital deficiency | 217,285 | ||
Working Capital Loans [Member] | Sponsor [Member] | |||
Organization And Plan Of Operation [Line Items] | |||
Working Capital Loans Convertible Into Equity Warrants | $ 1,500,000 | ||
Debt Instrument, Convertible, Conversion Price | $ 1.5 | ||
Maximum [Member] | |||
Organization And Plan Of Operation [Line Items] | |||
Per Share To Be Maintained In The Trust Account | 10 | ||
Minimum [Member] | |||
Organization And Plan Of Operation [Line Items] | |||
Per Share To Be Maintained In The Trust Account | 10 | ||
Common Class A [Member] | |||
Organization And Plan Of Operation [Line Items] | |||
Common Stock, Par or Stated Value Per Share | 0.0001 | ||
Temporary Equity, Redemption Price Per Share | $ 10 | ||
IPO [Member] | |||
Organization And Plan Of Operation [Line Items] | |||
Proceeds from initial public offer | $ 750,000,000 | $ 735,000,000 | |
IPO [Member] | Common Class A [Member] | |||
Organization And Plan Of Operation [Line Items] | |||
Stock issued during the period shares new issues | 75,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Class of warrants or rights exercise price per warrant | 11.5 | ||
Sale of stock issue price per share | $ 10 | ||
Transaction costs share issue | 42,130,216 | ||
Underwriting fees | 15,000,000 | ||
Other offering costs. | 880,216 | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Organization And Plan Of Operation [Line Items] | |||
Class of warrants or rights issued during the period units | 11,733,333 | ||
Class of warrants or rights issue price per unit | $ 1.5 | ||
Private Placement [Member] | Common Class A [Member] | Private Placement Warrants [Member] | |||
Organization And Plan Of Operation [Line Items] | |||
Class of warrants or rights exercise price per warrant | $ 11.5 | ||
Class of warrants or rights issued during the period units | 11,733,333 | ||
Class of warrants or rights issue price per unit | $ 1.5 | ||
Proceeds from the issuance of warrants | $ 17,600,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties on unrecognized tax benefits | 0 | 0 |
Cash insured with federal insurance corporation | 250,000 | |
Cash equivalents in the trust account | $ 922,428 | $ 0 |
Common Class A [Member] | ||
Accounting Policies [Line Items] | ||
Class of warrants or rights number of securities covered by the warrants or rights | 36,733,333 | |
IPO [Member] | Common Class A [Member] | ||
Accounting Policies [Line Items] | ||
Transaction costs share issue | $ 42,130,216 | |
Offering costs charged to temporary equity | 42,110,034 | |
Offering costs expensed | $ 20,182 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconciliation of Proceeds from Temporary Equity to Outstanding Value (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Gross proceeds | $ 750,000,000 | |
Fair value Of Public Warrants At Issuance | (36,750,000) | |
Class A ordinary share issuance costs | (42,110,034) | |
Accretion of carrying value to redemption value | 82,192,052 | |
Class A ordinary shares subject to possible redemption | $ 753,332,018 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | |
Numerator: | ||||
Allocation of net income (loss) | $ 5,288,053 | $ 2,052,245 | $ 9,876,745 | $ 17,217,043 |
Common Class A [Member] | ||||
Denominator: | ||||
Basic net income (loss) per ordinary share | $ 0.06 | $ 0.19 | ||
Diluted net income (loss) per ordinary share | 0.06 | 0.19 | ||
Common Class B [Member] | ||||
Denominator: | ||||
Basic net income (loss) per ordinary share | 0.06 | 0.19 | ||
Diluted net income (loss) per ordinary share | $ 0.06 | $ 0.19 | ||
Non Redeemable Common Stock [Member] | Common Class A [Member] | ||||
Denominator: | ||||
Basic weighted average shares outstanding | 75,000,000 | 72,500,000 | ||
Diluted weighted average shares outstanding | 75,000,000 | 72,500,000 | ||
Non Redeemable Common Stock [Member] | Common Class B [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 1,057,611 | $ 3,537,749 | ||
Denominator: | ||||
Basic weighted average shares outstanding | 18,750,000 | 18,750,000 | ||
Diluted weighted average shares outstanding | 18,750,000 | 18,750,000 | ||
Basic net income (loss) per ordinary share | $ 0.06 | $ 0.19 | ||
Diluted net income (loss) per ordinary share | $ 0.06 | $ 0.19 | ||
Redeemable Common Stock [Member] | Common Class A [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 4,230,442 | $ 13,679,294 | ||
Denominator: | ||||
Basic net income (loss) per ordinary share | $ 0.06 | $ 0.19 | ||
Diluted net income (loss) per ordinary share | $ 0.06 | $ 0.19 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - IPO [Member] - Common Class A [Member] | Jan. 10, 2022 $ / shares shares |
Initial Public Offer [Line Items] | |
Stock issued during the period shares new issues | shares | 75,000,000 |
Sale of stock issue price per share | $ 10 |
Class of warrants or rights exercise price per warrant | 11.5 |
Public Warrants [Member] | |
Initial Public Offer [Line Items] | |
Class of warrants or rights exercise price per warrant | $ 11.5 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Jan. 10, 2022 | Sep. 30, 2022 | |
Private Placement [Line Items] | ||
Proceeds from the issuance of warrants | $ 17,600,000 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Private Placement [Line Items] | ||
Class of warrants or rights issued during the period units | 11,733,333 | |
Class of warrants or rights issue price per unit | $ 1.5 | |
Private Placement [Member] | Private Placement Warrants [Member] | Common Class A [Member] | ||
Private Placement [Line Items] | ||
Class of warrants or rights issued during the period units | 11,733,333 | |
Class of warrants or rights issue price per unit | $ 1.5 | |
Class of warrants or rights exercise price per share | $ 11.5 | |
Proceeds from the issuance of warrants | $ 17,600,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Feb. 19, 2022 | Dec. 13, 2021 | Nov. 05, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Line Items] | ||||||
Notes payable to related party current | $ 0 | $ 0 | $ 300,000 | |||
Due to affiliate current | $ 14,537 | 0 | 0 | $ 14,537 | ||
Administrative Services Agreement [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Accounts payable and accrued expenses | 60,000 | 60,000 | ||||
Sponsor [Member] | Promissory Note Issued To The Sponsor [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Debt instrument face value | $ 300,000 | |||||
Sponsor [Member] | Administrative Services Agreement [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Related party transaction expenses payable per month | $ 15,000 | |||||
Expenses from transactions with related party | $ 45,000 | $ 135,000 | ||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Debt instrument conversion price per share | $ 1.5 | $ 1.5 | ||||
Common Class B [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Stock issued during the period shares for services | 25,000 | |||||
Stock issued durig the period value for services | $ 17,250,000 | |||||
Common Stock, Shares, Outstanding | 17,250,000 | 18,750,000 | 18,750,000 | 21,562,500 | ||
Stock forfeited during the period shares | 2,812,500 | 2,812,500 | ||||
Common Class B [Member] | Sponsor [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Common Stock, Shares, Outstanding | 21,562,500 | |||||
Stock forfeited during the period shares | 2,812,500 | |||||
Percentage of common stock issued and outstanding | 20% | 20% | ||||
Common stock shares lock in period | 1 year | |||||
Share Price | $ 12 | |||||
Number of trading days for determining the share price | 20 days | |||||
Total number of trading days for determining the share price | 30 days | |||||
Common stock shares lock in period one | 180 days |
Trust Account - Additional Info
Trust Account - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Nov. 10, 2022 | Oct. 01, 2022 | Jan. 10, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
United States Treasury Bills [Line Items] | |||||
Proceeds from Issuance or Sale of Equity | $ 750,000,000 | ||||
Proceeds from Issuance Initial Public Offering | 750,000,000 | ||||
Cash | $ 922,428 | $ 922,428 | |||
Investment Maturity Date | Dec. 22, 2022 | Dec. 22, 2022 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | $ 0 | $ 0 | |||
Subsequent Event [Member] | |||||
United States Treasury Bills [Line Items] | |||||
Proceeds from Trust Account for Working Capital Purposes | $ 250,000 | $ 250,000 | |||
IPO [Member] | |||||
United States Treasury Bills [Line Items] | |||||
Proceeds from Issuance Initial Public Offering | $ 750,000,000 | 735,000,000 | |||
Private Placement [Member] | |||||
United States Treasury Bills [Line Items] | |||||
Proceeds from Issuance of Private Placement | 15,000,000 | ||||
US Treasury Bills [Member] | |||||
United States Treasury Bills [Line Items] | |||||
Debt Securities, Held-to-Maturity | $ 752,618,417 | $ 752,618,417 |
Trust Account - Summary of Avai
Trust Account - Summary of Available-for-sale Securities Reconciliation (Detail) - U.S. Government Treasury Securities [Member] - Fair Value, Inputs, Level 1 [Member] | Sep. 30, 2022 USD ($) | [1] |
Trust Account [Line Items] | ||
Carrying Value | $ 752,618,417 | |
Gross Unrealized Holding (Loss) | 342,789 | |
Quoted Prices in Active Markets (Level 1) | $ 752,961,206 | |
[1]Maturity date December 22,, 2022. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Commitments and Contingencies [Line Items] | |
Deferred Underwriting Commission Per Unit, shares | $ / shares | $ 0.35 |
Deferred Underwriting Commissions Noncurrent | $ 26,250,000 |
Over-Allotment Option [Member] | |
Commitments and Contingencies [Line Items] | |
Over allotment option period | 45 days |
Stock issued during period shares | shares | 11,250,000 |
Deferred Underwriting Commissions Noncurrent | $ 30,187,500 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Feb. 19, 2022 | Dec. 13, 2021 | Nov. 05, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Shareholders Deficit [Line Items] | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Temporary Equity, Shares Outstanding | 75,000,000 | 75,000,000 | ||||
Offering and formation cost | $ 411,769 | $ 1,204,953 | ||||
Founder Shares [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Stock Conversion Basis | one vote | |||||
Stockholders' Equity Note, Stock Split | one and one-quarter | |||||
Founder Shares [Member] | Sponsor [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Common Stock, Shares, Outstanding | 18,750,000 | |||||
Common Class A [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Issued | 0 | 0 | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Stock Conversion Basis | one vote | |||||
Temporary Equity, Shares Outstanding | 75,000,000 | 75,000,000 | ||||
Temporary Equity, Shares Issued | 75,000,000 | 75,000,000 | ||||
Percentage of ownership held by initial shareholders | 20% | |||||
Common Stock, Shares, Issued | 0 | 0 | 0 | |||
Common Stock, Shares, Outstanding | 0 | 0 | 0 | |||
Common Class B [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Common Stock, Shares Authorized | 80,000,000 | 80,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Percentage of ownership held by initial shareholders | 20% | |||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 2,812,500 | 2,812,500 | ||||
Common Stock, Shares, Issued | 4,312,500 | 17,250,000 | 18,750,000 | 18,750,000 | 21,562,500 | |
Common Stock, Shares, Outstanding | 17,250,000 | 18,750,000 | 18,750,000 | 21,562,500 | ||
Offering and formation cost | $ 25,000 | |||||
Common Class B [Member] | Sponsor [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 2,812,500 | |||||
Common Stock, Shares, Outstanding | 21,562,500 | |||||
Common Class B [Member] | Founder Shares [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Common Stock, Shares Authorized | 80,000,000 | 80,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 21,562,500 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Warrants [Line Items] | |
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days |
Public Warrants [Member] | |
Warrants [Line Items] | |
Number of warrants or rights outstanding | 25,000,000 |
Warrants exercisable term from the date of completion of business combination | 20 days |
Private Placement Warrants [Member] | |
Warrants [Line Items] | |
Number of warrants or rights outstanding | 11,733,333 |
Redemption of warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Common Class A [Member] | |
Warrants [Line Items] | |
Class of warrants, redemption price per unit | 0.01% |
Class of warrants, redemption notice period | 30 days |
Share Price | $ / shares | $ 18 |
Number of consecutive trading days for determining share price | 20 days |
Number of trading days for determining share price | 30 days |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Additional Information (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash | $ 922,428 | $ 922,428 |
Private Placement Warrants [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Adjustment of Warrants | 2,464,000 | 14,901,333 |
United States Treasury Bills [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Securities, Held-to-Maturity | $ 752,618,417 | $ 752,618,417 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Schedule of Fair Value Hierarchy the Company's Liabilities that were Accounted for at Fair Value on a Recurring Basis (Detail) | Sep. 30, 2022 USD ($) |
Level 3 [Member] | Private placement warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding | $ 2,581,333 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Summary of quantitative information regarding Level 3 fair value measurements inputs as their measurement dates (Detail) - Fair Value, Inputs, Level 3 [Member] | Sep. 30, 2022 $ / shares yr | Jan. 10, 2022 yr $ / shares | ||
Ordinary share stock price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 9.67 | 9.44 | ||
Exercise price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 | ||
Volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 13 | [1] | 24.5 | |
Term | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | yr | 5.62 | 6.33 | ||
Risk-free rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 4 | 1.7 | ||
Dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | ||
Probability of completing Business Combination | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 16 | [2] | 76 | [3] |
[1]As of September 30, 2022 volatility is probability adjusted.[2]Estimate based on public trading of rights for SPACs and their implied business combination probabilities as of September 30, 2022. Includes SPACs with completion deadlines similar to the Company’s deadline that have not announced a pending initial business combination.[3]Estimate based on completed SPAC market data published by third party as of January 10, 2022. |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements - Summary of The change in the fair value of the warrant liabilities (Detail) - Warrant Liability [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Level 3 Derivative warrant liability Beginning Balance | $ 5,045,333 | $ 0 |
Issuance of Private Warrants on January 10, 2022 | 17,482,666 | |
Change in fair value of derivative warrant liability | (2,464,000) | (12,437,333) |
Level 3 Derivative warrant liability Ending Balance | $ 2,581,333 | $ 5,045,333 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Nov. 10, 2022 | Oct. 01, 2022 |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from Trust Account for Working Capital Purposes | $ 250,000 | $ 250,000 |