Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | CORNER GROWTH ACQUISITION CORP. | ||
Entity Central Index Key | 0001829953 | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-39814 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Tax Identification Number | 98-1563902 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 251 Lytton Avenue | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Palo Alto | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94301 | ||
City Area Code | 650 | ||
Local Phone Number | 543-8180 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 394,400,000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 688 | ||
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | COOLU | ||
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 | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | COOL | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 1,191,437 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 10,000,000 | ||
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | COOLW | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 31,547 | $ 646,558 |
Prepaid expenses | 268,736 | 359,471 |
Total current assets | 300,283 | 1,006,029 |
Cash and marketable securities held in Trust Account | 15,489,507 | 400,142,570 |
Total Assets | 15,789,790 | 401,148,599 |
Current Liabilities | ||
Offering Costs Payable | 0 | 74,313 |
Due to related party | 522,500 | 0 |
Due to shareholders | 3,262,655 | 0 |
Accrued Expenses | 932,555 | 121,030 |
Total Current Liabilities | 4,717,710 | 195,343 |
Warrant liabilities | 628,000 | 14,520,000 |
Deferred underwriting fee payable | 4,000,000 | 14,000,000 |
Total Liabilities | 9,345,710 | 28,715,343 |
COMMITMENTS | ||
Class A ordinary shares subject to possible redemption, 1,191,437 shares at redemption value | 12,226,852 | 400,000,000 |
Shareholders' Deficit | ||
Preference Shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (5,783,772) | (27,567,744) |
Total Shareholders' Deficit | (5,782,772) | (27,566,744) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | 15,789,790 | 401,148,599 |
Common Class A [Member] | ||
Current Liabilities | ||
Class A ordinary shares subject to possible redemption, 1,191,437 shares at redemption value | 12,226,852 | 400,000,000 |
Shareholders' Deficit | ||
Common Stock, Value, Issued | 0 | 0 |
Common Class B [Member] | ||
Shareholders' Deficit | ||
Common Stock, Value, Issued | $ 1,000 | $ 1,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 20, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Common Class A [Member] | |||
Temporary equity shares outstanding | 1,191,437 | 40,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 300,000,000 | 300,000,000 | |
Common stock shares issued | 0 | 1,191,437 | 0 |
Common stock shares outstanding | 0 | 1,191,437 | 0 |
Common Class B [Member] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 30,000,000 | 30,000,000 | |
Common stock shares issued | 10,000,000 | 10,000,000 | |
Common stock shares outstanding | 10,000,000 | 10,000,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating and formation costs | $ 1,965,458 | $ 1,709,425 |
Loss from operations | (1,965,458) | (1,709,425) |
Other income | ||
Earnings and realized gain on marketable securities held in Trust Account | 5,761,081 | 136,865 |
Realized gain on extinguishment of overallotment liability | 83,090 | |
Change in fair value of warrant liabilities | 13,892,000 | 7,041,333 |
Net income | $ 17,687,623 | $ 5,551,863 |
Common Class A [Member] | ||
Other income | ||
Basic net income per ordinary share | $ 0.36 | $ 0.11 |
Diluted net income per ordinary share | $ 0.36 | $ 0.11 |
Basic weighted average shares outstanding | 38,830,427 | 40,000,000 |
Diluted weighted average shares outstanding | 38,830,427 | 40,000,000 |
Common Class B [Member] | ||
Other income | ||
Basic net income per ordinary share | $ 0.36 | $ 0.11 |
Diluted net income per ordinary share | $ 0.36 | $ 0.11 |
Basic weighted average shares outstanding | 10,000,000 | 10,000,000 |
Diluted weighted average shares outstanding | 10,000,000 | 10,000,000 |
Statements of Changes in Shareh
Statements of Changes in Shareholder's Deficit - USD ($) | Total | Common Stock Common Class A [Member] | Common Stock Common Class B [Member] | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ (33,035,517) | $ 1,000 | $ (33,036,517) | ||
Beginning balance (Shares) at Dec. 31, 2020 | 0 | 10,000,000 | |||
Remeasurement of Class A ordinary shares subject to possible redemption | 83,090 | (83,090) | |||
Overallotment liability | (83,090) | (83,090) | |||
Net income | 5,551,863 | 5,551,863 | |||
Ending balance at Dec. 31, 2021 | (27,566,744) | $ 1,000 | (27,567,744) | ||
Ending balance (Shares) at Dec. 31, 2021 | 0 | 10,000,000 | |||
Remeasurement of Class A ordinary shares subject to possible redemption | (5,903,651) | (5,903,651) | |||
Forfeiture of deferred underwriting fee payable | 10,000,000 | 10,000,000 | |||
Net income | 17,687,623 | 17,687,623 | |||
Ending balance at Dec. 31, 2022 | $ (5,782,772) | $ 1,000 | $ (5,783,772) | ||
Ending balance (Shares) at Dec. 31, 2022 | 0 | 10,000,000 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net income | $ 17,687,623 | $ 5,551,863 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Earnings and realized gain on marketable securities held in Trust Account | (5,761,081) | (136,865) |
Realized gain on extinguishment of overallotment liability | (83,090) | |
Change in fair value of warrant liabilities | (13,892,000) | (7,041,333) |
Changes in operating assets and liabilities: | ||
Accrued expenses | 811,525 | 71,000 |
Due to related party | 522,500 | |
Prepaid expenses | 90,735 | 405,602 |
Net cash used in operating activities | (540,698) | (1,232,823) |
Cash Flows from Investing Activities | ||
Proceeds received from Trust Account | 390,414,144 | |
Net cash provided by investing activities | 390,414,144 | |
Cash Flows from Financing Activities | ||
Payments to Class A ordinary shareholders for redemption of shares | (390,414,144) | |
Payment of offering costs | (74,313) | (37,554) |
Net cash used in financing activities | (390,488,457) | (37,554) |
Net change in cash | (615,011) | (1,270,377) |
Cash at beginning of the year | 646,558 | 1,916,935 |
Cash at end of the year | 31,547 | 646,558 |
Non-cash investing and financing activities: | ||
Forfeiture of deferred underwriting fee payable | 10,000,000 | |
Remeasurement of Class A ordinary shares subject to possible redemption | 5,903,651 | |
Due to shareholders | $ 3,262,655 | |
Offering costs payable | $ 74,313 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1 — Description of Organization and Business Operations Corner Growth Acquisition Corp. (the “Company”), was incorporated as a Cayman Islands exempted company on October 20, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on businesses in the technology industries primarily located in the United States. 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 December 31, 2022, the Company had not commenced any operations. All activity for the year ended December 31, 2022 relates to the Company’s formation and the initial public offering described below (the “Initial Public Offering”). During the year ended December 31, 2022, the Company’s entire activity has been limited to the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income The registration statements for the Company’s Initial Public Offering was declared effective on December 16, 2020. On December 21, 2020, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”) included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of the overallotment option to purchase an additional 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,600,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to CGA Sponsor LLC (the “Sponsor”), generating gross proceeds of $11,400,000, which is described in Note 4. Transaction costs amounted to $22,766,081 consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $766,081 of other offering costs. Effective December 20, 2022, in accordance with a fee reduction agreement, the underwriter agreed to irrevocably forfeit $10,000,000 of the aggregate $14,000,000 deferred fee that would otherwise be payable to it in cash pursuant the underwriting agreement, resulting in a reduced deferred fee of $4,000,000, which shall be payable to the underwriter upon consummation of an initial business combination, as originally set forth in the underwriting agreement. Following the closing of the Initial Public Offering on December 21, 2020, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in 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 in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which requires insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. At an extraordinary general meeting on December 20, 2022, the shareholders approved a proposal, by special resolution under Cayman Islands law to amend the Amended and Restated Memorandum and Articles of Association to extend the date that the Company has to consummate a business combination from December 21, 2022 to June 21, 2023. The shareholders approved a proposal to amend the trust agreement to change the date on which Continental Stock Transfer & Trust Company must commence liquidation of the Trust Account from (A) the earlier of the Company’s completion of an initial business combination and December 21, 2022 to (B) the earliest of the Company’s completion of an initial business combination and June 21, 2023. As part of the extraordinary general meeting, shareholders elected to redeem 38,808,563 Class A ordinary shares, resulting in redemption payments out of the Trust Account totaling $393,676,799, or approximately $10.14 per share which includes $5,591,169 of earnings in the Trust Account not previously withdrawn. Subsequent to the redemptions, 1,191,437 Class A ordinary shares remained issued and outstanding. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 30 months from the closing of the Initial Public Offering (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, The Sponsor, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amount will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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 (except for the Company’s independent registered 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 Going Concern As of December 31, 2022, the Company had $31,547 in its operating bank accounts, $15,489,507 in the Trust Account, of which $12,226,852 is to be used for a Business Combination and $3,262,655 is to be used to Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. Based on its current cash and working capital balances, management believes that the Company will not have sufficient working capital to meet its needs through the consummation of a Business Combination. Over this time period, the Company will be using these funds to pay 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. In connection with our assessment of going concern considerations in accordance with FASB ASC Subtopic 205-40, “Presentation of Financial Statements Going Concern” management has determined that the date for mandatory liquidation and dissolution raise substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered one year from the issuance of these financial statements. The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically a working capital deficiency and other adverse key financial ratios. No adjustments have been made to the carrying amounts of assets or liabilities should the company be required to liquidate after June 21, 2023, our scheduled liquidation date if we do not complete the Business Combination prior to such date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held in cash in U.S. based trust accounts at JP Morgan Chase and Morgan Stanley with Continental Stock Transfer & Trust Company acting as trustee. The Company accounts for its securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains or losses recognized through other income. Warrants Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For paid-in non-cash 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 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 Company’s 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, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in At December 31, 2022, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds - Initial Public Offering $ 400,000,000 Less: Proceeds allocated to Public Warrants (13,600,000 ) Class A ordinary share issuance costs (21,978,320 ) Plus: Remeasurement of carrying value to redemption value 35,578,320 Class A ordinary shares subject to possible redemption - December 31, 2021 $ 400,000,000 Less: Payments to Class A ordinary shareholders for redemption of shares (390,414,144 ) Due to shareholders (3,262,655 ) Plus: Remeasurement of carrying value to redemption value 5,903,651 Class A ordinary shares subject to possible redemption - December 31, 2022 $ 12,226,852 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At December 31, 2022, the Company has not experienced losses on these accounts. 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the years ended December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s 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. Net Income Per Ordinary Share Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of or the Company’s Class A ordinary shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for years ended December 31, 2022 and 2021. The following table reflects the calculation of basic and diluted net income per share (in dollars, except per share amounts): For the year ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 14,065,369 $ 3,622,254 $ 4,441,490 $ 1,110,373 Denominator: Basic and diluted weighted average ordinary shares outstanding 38,830,427 10,000,000 40,000,000 10,000,000 Basic and diluted net income (loss) per ordinary share $ 0.36 $ 0.36 $ 0.11 $ 0.11 Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, par value $ 0.0001 one-third of |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On October 28, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). In November 2020, the Sponsor transferred 50,000 Founder Shares to each of our independent directors. On December 16, 2020, the Company effected a share capitalization, resulting in 10,062,500 Founder Shares issued and outstanding as of such date. Up to 1,312,500 of the Class B ordinary shares outstanding were subject to forfeiture by the Sponsor to the extent that the underwriters’ overallotment in connection with the Initial Public Offering was not exercised in full or in part. As a result of the underwriters’ election to partially exercise their over-allotment option, the Sponsor forfeited 62,500 Founder Shares for no consideration, resulting in an aggregate of 10,000,000 Class B ordinary shares outstanding as of December 31, 2022 and 2021. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares or Class A ordinary shares received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading The Company’s Founder Shares are subject to transfer restrictions pursuant to lock-up erred Founder Shares to our three independent directors in recognition of and as compensation for their future services to the Company. The transfer of Founder Shares to these directors is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equityclassified awards is measured at fair value upon the grant date. Compensation expense related to the Founder Shares is recognized only when the performance condition (i.e. the remediation of the lockup provision) is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date the lock-up provisions have been remediated, or are probable to be remediated, in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of the Founder Shares. As of December 31, 2021, the Company has not yet entered into any definitive agreements in connection with any Business Combination and as such, the lock-up provisions have not been remediated and are not probable to be remediated. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that, taking into account that there is a possibility that a Business Combination might not happen, no stock-based compensation expense should be recognized. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,600,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of $11,400,000. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Promissory Note — Related Party On October 28, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.50 per warrant. As of December 31, 2022 and 2021, the Company Administrative Support Agreement Pursuant to an administrative services agreement (the “Administrative Services Agreement”) entered into on December 17, 2020, the Company agreed to pay the Sponsor (A) a total of $40,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team until the earlier of the Company’s completion of the initial Business Combination or the Company’s liquidation (the “Termination Date”) and (B) on the Termination Date, an amount equal to $1,200,000 less the actual amount paid under the Administrative Services Agreement. For the years ended December 31, 2022 and 2021, we incurred y. As of December 31, 2022 and December 31, 2021, there were $320,000 and $0 in fees outstanding for these services. This is reflected in due to related party on the balance sheet. N |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 5 — Commitments Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement entered in connection with the Initial Public Offering. These holders are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, these holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement After the Initial Public Offering, the underwriters were entitled to a deferred fee of in the aggregate. 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. Effective December 20, 2022, in accordance with a fee reduction agreement, the underwriter agreed to irrevocably forfeit $10,000,000 of the aggregate $14,000,000 deferred fee that would otherwise be payable to it in cash pursuant the underwriting agreement, resulting in a reduced deferred fee of $4,000,000, which shall be payable to the underwriter upon consummation of a Business Combination, as originally set forth in the underwriting agreement. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Warrant Liability Disclosure [Abstract] | |
Warrant Liabilities | Note 6—Warrant Liabilities The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in 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 the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, 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 Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital-raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, plus interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 10-trading The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading In addition, once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 30-trading The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event are the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company calls the Public Warrants for redemption, management has the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event is the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 7 — Shareholders’ Deficit Preference Shares Class A Ordinary Shares per share. At December 31, 2021, there wer Class A ordinary shares issued or outstanding all of which are classified as temporary equity. On December 20, 2022, in connection with the extraordinary general meeting, certain shareholders exercised their right to redeem Class A ordinary shares at a redemption price of approximately $10.14 per share, resulting in redemption payments out of the Trust Account totaling $393,676,799. The redemption payments included the proportionate share of Trust Account earnings in the amount of $5,591,169. Subsequent to the redemptions, 1,191,437 Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the appointment of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares will automatically one-for-one basis one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, 2022 December 31, 2021 Assets: Cash and Marketable securities held in Trust Accoun t 1 $ 15,489,507 $ 400,142,570 At December 31, 2022, all of the balance held in the Trust Account was held in cash. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, 2022 Level December 31, 2021 Liabilities: Warrant Liabilities – Public Warrants 1 $ 400,000 1 $ 9,200,000 Warrant Liabilities – Private Placement Warrants 3 $ 228,000 3 $ 5,320,000 Total Warrant Liabilities $ 628,000 $ 14,520,000 The Warrants are accounted for as liabilities in accordance with ASC 815-40 The unexercised portion of the overallotment option granted to the underwriter in connection with the Initial Public Offering is accounted for as a liability in accordance with ASC 815-40. , which is reflected in the statement of operations for the year ended December 31, 2021. The Public and Private Warrants were initially valued using a Monte Carlo simulation Model, which is considered to be a Level 3 fair value measurement. The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. For the period ending December 31, 2021, a total of $ was transferred out of Level 3 to Level 1, when the Public Warrants were separately listed and traded. Initial Measurement and Subsequent Measurement The Company established the initial fair value for the Public Warrants on December 21, 2020, the date of the consummation of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-third The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2022 are classified Level 1 due to quoted prices in an active market. The Private Placement Warrants as of December 31, 2022 are classified Level 3 due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants at December 31, 2022 and December 31, 2021 were as follows: December 31, 2022 December 31, 2021 Input Risk-free interest rate 3.99 % 1.26 % Expected term (years) 5.0 5.0 Expected volatility 0.8 % 13.3 % Exercise price $ 11.50 $ 11.50 Fair value of the ordinary share price $ 9.89 $ 10.00 Redemption threshold price $ 18.00 $ 18.00 Redemption threshold days 20 days within any 30-day 20 days within any 30-day Redemption price $ 0.01 $ 0.01 Probability of successful acquistion 50.0 % 90.0 % As of December 31, 2022, the Public Warrants and Private Placement Warrants were determined to be $ and $ per warrant for aggregate values of approximately $ million and $ million, respectively. As of December 31, 2021, the Public Warrants and Private Placement Warrants were determined to be $ and $ per warrant for aggregate values of approximately $ million and $ million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 7,828,000 $ 13,733,333 $ 21,561,333 Change in valuation inputs or other assumptions (2,508,000 ) (4,533,333 ) (7,041,333 ) Fair value as of December 31, 2021 5,320,000 9,200,000 14,520,000 Change in valuation inputs or other assumptions (5,092,000 ) (8,800,000 ) (13,892,000 ) Fair value as of December 31, 2022 $ 228,000 $ 400,000 $ 628,000 The Company used a Black-Scholes model to value the unexercised portion of the overallotment option. Inherent in the pricing model are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the unexercised portion of the overallotment option. The risk-free interest rate is based on the U.S. Treasury zero-coupon |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, other than as described below, the Company did not identify any other subsequent events, not previously On February 9, 2023, the Company issued a press release announcing that the Company has entered into a non-binding letter of intent with Softline Holding plc (now trading under the brand name Noventiq on the London Stock Exchange) to proceed with a potential business combination that would result in the combined company being publicly-listed on the Nasdaq. The business combination is subject to the completion of definitive documentation. In January 2023, the Company made redemption payments of $3,262,655 out of the Trust Account that were due to the redeeming shareholders who elected to redeem their shares as part of the extraordinary meeting that occurred on December 20, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held in cash in U.S. based trust accounts at JP Morgan Chase and Morgan Stanley with Continental Stock Transfer & Trust Company acting as trustee. The Company accounts for its securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains or losses recognized through other income. |
Warrant Liabilities | Warrants Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For paid-in non-cash |
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 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 Company’s 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, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in At December 31, 2022, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds - Initial Public Offering $ 400,000,000 Less: Proceeds allocated to Public Warrants (13,600,000 ) Class A ordinary share issuance costs (21,978,320 ) Plus: Remeasurement of carrying value to redemption value 35,578,320 Class A ordinary shares subject to possible redemption - December 31, 2021 $ 400,000,000 Less: Payments to Class A ordinary shareholders for redemption of shares (390,414,144 ) Due to shareholders (3,262,655 ) Plus: Remeasurement of carrying value to redemption value 5,903,651 Class A ordinary shares subject to possible redemption - December 31, 2022 $ 12,226,852 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At December 31, 2022, the Company has not experienced losses on these accounts. |
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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
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 Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the years ended December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s 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. |
Net Income (Loss) Per Ordinary Share | Net Income Per Ordinary Share Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of or the Company’s Class A ordinary shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for years ended December 31, 2022 and 2021. The following table reflects the calculation of basic and diluted net income per share (in dollars, except per share amounts): For the year ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 14,065,369 $ 3,622,254 $ 4,441,490 $ 1,110,373 Denominator: Basic and diluted weighted average ordinary shares outstanding 38,830,427 10,000,000 40,000,000 10,000,000 Basic and diluted net income (loss) per ordinary share $ 0.36 $ 0.36 $ 0.11 $ 0.11 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Temporary Equity | At December 31, 2022, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds - Initial Public Offering $ 400,000,000 Less: Proceeds allocated to Public Warrants (13,600,000 ) Class A ordinary share issuance costs (21,978,320 ) Plus: Remeasurement of carrying value to redemption value 35,578,320 Class A ordinary shares subject to possible redemption - December 31, 2021 $ 400,000,000 Less: Payments to Class A ordinary shareholders for redemption of shares (390,414,144 ) Due to shareholders (3,262,655 ) Plus: Remeasurement of carrying value to redemption value 5,903,651 Class A ordinary shares subject to possible redemption - December 31, 2022 $ 12,226,852 |
Summary of Basic and Diluted Net Income Per Share | The following table reflects the calculation of basic and diluted net income per share (in dollars, except per share amounts): For the year ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 14,065,369 $ 3,622,254 $ 4,441,490 $ 1,110,373 Denominator: Basic and diluted weighted average ordinary shares outstanding 38,830,427 10,000,000 40,000,000 10,000,000 Basic and diluted net income (loss) per ordinary share $ 0.36 $ 0.36 $ 0.11 $ 0.11 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Assets Measured On Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, 2022 December 31, 2021 Assets: Cash and Marketable securities held in Trust Accoun t 1 $ 15,489,507 $ 400,142,570 |
Summary of Fair Value Liabilities Measured On Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, 2022 Level December 31, 2021 Liabilities: Warrant Liabilities – Public Warrants 1 $ 400,000 1 $ 9,200,000 Warrant Liabilities – Private Placement Warrants 3 $ 228,000 3 $ 5,320,000 Total Warrant Liabilities $ 628,000 $ 14,520,000 |
Disclosure Of Inputs Used In Measuring The Fair Value Of Warrants [Table Text Block] | The key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants at December 31, 2022 and December 31, 2021 were as follows: December 31, 2022 December 31, 2021 Input Risk-free interest rate 3.99 % 1.26 % Expected term (years) 5.0 5.0 Expected volatility 0.8 % 13.3 % Exercise price $ 11.50 $ 11.50 Fair value of the ordinary share price $ 9.89 $ 10.00 Redemption threshold price $ 18.00 $ 18.00 Redemption threshold days 20 days within any 30-day 20 days within any 30-day Redemption price $ 0.01 $ 0.01 Probability of successful acquistion 50.0 % 90.0 % |
Summary of Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 7,828,000 $ 13,733,333 $ 21,561,333 Change in valuation inputs or other assumptions (2,508,000 ) (4,533,333 ) (7,041,333 ) Fair value as of December 31, 2021 5,320,000 9,200,000 14,520,000 Change in valuation inputs or other assumptions (5,092,000 ) (8,800,000 ) (13,892,000 ) Fair value as of December 31, 2022 $ 228,000 $ 400,000 $ 628,000 The Company used a Black-Scholes model to value the unexercised portion of the overallotment option. Inherent in the pricing model are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the unexercised portion of the overallotment option. The risk-free interest rate is based on the U.S. Treasury zero-coupon |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 20, 2022 | Dec. 21, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Entity incorporation, date of incorporation | Oct. 20, 2020 | |||
Share price | $ 10 | |||
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | |||
Percentage of public shares to be redeemed on non completion of business combination | 100% | |||
Lock in period for redemption of public shares after closing of IPO | 30 months | |||
Dissolution expense | $ 100,000 | |||
Cash | 31,547 | $ 646,558 | ||
Assets held-in-trust | 15,489,507 | |||
Working capital (deficit) | 4,417,427 | |||
Temporary equity accretion to redemption value | 5,903,651 | |||
Business Combination [Member] | ||||
Assets held-in-trust | 12,226,852 | |||
Common Stock [Member] | ||||
Assets held-in-trust | 3,262,655 | |||
Minimum [Member] | ||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | |||
Sponsor [Member] | Private Placement Warrants [Member] | ||||
Class of warrants and rights issued during the period | 7,600,000 | 7,600,000 | ||
Class of warrants and rights issued, price per warrant | $ 1.5 | $ 1.5 | ||
Proceeds from issuance of warrants | $ 11,400,000 | $ 11,400,000 | ||
Common Class A [Member] | ||||
Proceeds from issuance of IPO | $ 400,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Temporary equity par or stated value per share | $ 0.0001 | |||
Stock issued during period, stock options exercised | 38,808,563 | |||
Temporary equity accretion to redemption value | $ 393,676,799 | |||
Temproary equity redemption price, per share | $ 10.14 | |||
Temporary equity redemption earnings in the trust account not previously withdrawn | $ 5,591,169 | |||
Common stock shares outstanding | 1,191,437 | 0 | 0 | |
Common stock shares issued | 1,191,437 | 0 | 0 | |
Common Class A [Member] | Common Stock [Member] | ||||
Share price | $ 9.2 | |||
IPO [Member] | ||||
Transaction costs of share issuance | $ 22,766,081 | |||
Underwriting expenses on issuance of shares | 8,000,000 | |||
Deferred Underwriting Fees | $ 4,000,000 | 14,000,000 | ||
Other offering costs | $ 766,081 | |||
Deferred fee forfeited | 10,000,000 | |||
Deferred fee payable in cash | $ 14,000,000 | |||
IPO [Member] | Common Class A [Member] | ||||
Stock issued during period shares | 40,000,000 | 40,000,000 | ||
Shares issued price per share | $ 10 | $ 10 | ||
Proceeds from issuance of IPO | $ 400,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | |||
Restricted investments term | 185 days | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Stock issued during period shares | 5,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash equivalents | $ 0 | $ 0 |
FDIC insured | 250,000 | |
Unrecognized tax benefits | 0 | 0 |
Accrued for interest and penalties | $ 0 | $ 0 |
Warrant [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 20,933,333 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Class A ordinary shares (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Payments to Class A ordinary shareholders for redemption of shares | $ (390,414,144) | |
Class A ordinary shares subject to possible redemption | 12,226,852 | $ 400,000,000 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds - Initial Public Offering | 400,000,000 | |
Proceeds allocated to Public Warrants | (13,600,000) | |
Class A ordinary share issuance costs | (21,978,320) | |
Payments to Class A ordinary shareholders for redemption of shares | (390,414,144) | |
Due to shareholders | (3,262,655) | |
Remeasurement of carrying value to redemption value | 5,903,651 | 35,578,320 |
Class A ordinary shares subject to possible redemption | $ 12,226,852 | $ 400,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Share (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common Class A [Member] | ||
Numerator: Net Income (loss) minus Net Earnings | ||
Allocation of net income | $ 14,065,369 | $ 4,441,490 |
Denominator [Abstract] | ||
Basic weighted average shares outstanding | 38,830,427 | 40,000,000 |
Diluted weighted average shares outstanding | 38,830,427 | 40,000,000 |
Basic net income per ordinary share | $ 0.36 | $ 0.11 |
Diluted net income per ordinary share | $ 0.36 | $ 0.11 |
Common Class B [Member] | ||
Numerator: Net Income (loss) minus Net Earnings | ||
Allocation of net income | $ 3,622,254 | $ 1,110,373 |
Denominator [Abstract] | ||
Basic weighted average shares outstanding | 10,000,000 | 10,000,000 |
Diluted weighted average shares outstanding | 10,000,000 | 10,000,000 |
Basic net income per ordinary share | $ 0.36 | $ 0.11 |
Diluted net income per ordinary share | $ 0.36 | $ 0.11 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 21, 2020 | Dec. 31, 2022 | |
Public Warrants [Member] | ||
Exercise price of warrant | $ 11.5 | |
Common Class A [Member] | ||
Stock conversion basis | Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”). | |
Shares issuable per warrant | 1 | |
Common Class A [Member] | Public Warrants [Member] | ||
Shares issuable per warrant | 1 | |
Exercise price of warrant | $ 11.5 | |
Common Class A [Member] | IPO [Member] | ||
Stock issued during period shares | 40,000,000 | 40,000,000 |
Shares issued price per share | $ 10 | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | ||||||
Dec. 21, 2020 | Nov. 30, 2020 | Oct. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 20, 2022 | Dec. 31, 2021 | Dec. 16, 2020 | |
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | |||||||
Due to related parties current | $ 522,500 | $ 0 | ||||||
Proceeds from Related Party Debt | 120,000 | |||||||
Repayment of related party debt | $ 120,000 | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 150,000 | |||||||
Working Capital Loan [Member] | ||||||||
Debt instrument convertible into warrants | $ 1,500,000 | |||||||
Debt instrument conversion price | $ 1.5 | |||||||
Due to related parties current | 0 | |||||||
Administrative Services Agreement [Member] | ||||||||
Due to related parties current | $ 320,000 | $ 0 | ||||||
Public Warrants [Member] | ||||||||
Exercise price of warrant | $ 11.5 | |||||||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||||||
Related party transaction, amounts of transaction | $ 40,000 | |||||||
Maximum threshold on administrative support expense | 1,200,000 | |||||||
RelatedPartyTransactionAccruedExpensesFromTransactionsWithRelatedParty | $ 480,000 | |||||||
Sponsor [Member] | Promissory Note Related Party [Member] | ||||||||
Debt instrument face value | $ 300,000 | |||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||
Class of warrants and rights issued during the period | 7,600,000 | 7,600,000 | ||||||
Class of warrants and rights issued, price per warrant | $ 1.5 | $ 1.5 | ||||||
Proceeds from issuance of warrants | $ 11,400,000 | $ 11,400,000 | ||||||
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | ||||||||
Share transfer, trigger price per share. | $ 12 | |||||||
Number of consecutive trading days for determining share price | 20 days | |||||||
Number of trading days for determining share price | 30 days | |||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | |||||||
Common Class B [Member] | ||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares issued | 10,000,000 | 10,000,000 | ||||||
Common stock shares outstanding | 10,000,000 | 10,000,000 | ||||||
Common Class B [Member] | Sponsor [Member] | ||||||||
Number of founder shares transferred | 50,000 | |||||||
Common Class A [Member] | ||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares issued | 0 | 1,191,437 | 0 | |||||
Common stock shares outstanding | 0 | 1,191,437 | 0 | |||||
Shares issuable per warrant | 1 | |||||||
Common Class A [Member] | Public Warrants [Member] | ||||||||
Shares issuable per warrant | 1 | |||||||
Exercise price of warrant | $ 11.5 | |||||||
Founder Shares [Member] | Common Class B [Member] | Sponsor [Member] | ||||||||
Stock shares issued during the period for services value | $ 25,000 | |||||||
Shares issued price per share | $ 0.003 | |||||||
Stock issued during period, shares, issued for services | 8,625,000 | |||||||
Common stock par or stated value per share | $ 0.0001 | |||||||
Common stock shares issued | 10,062,500 | |||||||
Common stock shares outstanding | 10,000,000 | 1,312,500 | ||||||
Stock forfeited during period, shares | 62,500 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | Dec. 31, 2022 | Dec. 20, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | |||
Deferred underwriting fee per unit | $ 0.35 | ||
Deferred underwriting fee payable noncurrent | $ 4,000,000 | $ 14,000,000 | |
IPO [Member] | |||
Loss Contingencies [Line Items] | |||
Deferred underwriting fee payable noncurrent | 14,000,000 | ||
Deferred fee forfeited | $ 10,000,000 | ||
Deferred fee payable in cash | 14,000,000 | ||
Deferred underwriting fees | $ 14,000,000 | $ 4,000,000 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Share Price | $ 10 |
Percentage of capital raised for business combination to total equity proceeds | 60% |
Share Price More Than Or Equals To USD Eighteen [Member] | |
Number of consecutive trading days for determining share price | 20 days |
Share Price | $ 18 |
Class of warrants, redemption price per unit | $ 0.01 |
Class of warrants, redemption notice period | 30 days |
Number of trading days for determining share price | 30 days |
Share Price Less Than Or Equals To USD Eighteen [Member] | |
Number of consecutive trading days for determining share price | 20 days |
Share Price | $ 10 |
Class of warrants, redemption price per unit | $ 0.1 |
Class of warrants, redemption notice period | 30 days |
Number of trading days for determining share price | 30 days |
Common Stock [Member] | Share Price Less Than Or Equals To USD Nine Point Two [Member] | |
Class of warrant or right, redemption price adjustment percentage | 115% |
Common Stock [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |
Share Price | $ 18 |
Class of warrant or right, redemption price adjustment percentage | 180% |
Common Stock [Member] | Share Price Less Than Or Equals To USD Eighteen [Member] | |
Share Price | $ 10 |
Common Class A [Member] | Common Stock [Member] | |
Number of consecutive trading days for determining share price | 10 days |
Share Price | $ 9.2 |
Fair market value per share | 0.361 |
Public Warrants [Member] | |
Exercise price of warrant | $ 11.5 |
Warrants exercisable term from the date of completion of business combination | 30 days |
Warrants exercisable term from the closing of IPO | 12 months |
Minimum lock In period For SEC Registration From Date Of Business Combination | 15 days |
Minimum lock In period to become effective after the closing of the initial Business Combination | 60 days |
Public Warrants [Member] | Common Class A [Member] | |
Exercise price of warrant | $ 11.5 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 20, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 | |
Minimum percentage of common stock to be held after conversion of shares | 20% | ||
Temporary equity accretion to redemption value | $ 5,903,651 | ||
Common Class A [Member] | |||
Common stock shares authorized | 300,000,000 | 300,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 1,191,437 | 0 | 0 |
Common stock shares outstanding | 1,191,437 | 0 | 0 |
Temporary equity shares issued | 1,191,437 | 40,000,000 | |
Temporary equity shares outstanding | 1,191,437 | 40,000,000 | |
Stock issued during period, stock options exercised | 38,808,563 | ||
Temporary equity accretion to redemption value | $ 393,676,799 | ||
Temproary equity redemption price, per share | $ 10.14 | ||
Temporary equity redemption earnings in the trust account not previously withdrawn | $ 5,591,169 | ||
Common Class B [Member] | |||
Common stock shares authorized | 30,000,000 | 30,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 10,000,000 | 10,000,000 | |
Common stock shares outstanding | 10,000,000 | 10,000,000 | |
Common stock, voting rights | one vote |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Gain (Loss) on Extinguishment of Debt | $ 83,090 | |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair value measurements unoservable inputs reconciliation transfer from level three to level one | 9,200,000 | |
Public Warrants [Member] | Measurement Input, Share Price [Member] | ||
Aggregate value of warrants outstanding | $ 9,200,000 | $ 400,000 |
Aggregate value of warrants outstanding per share | $ 0.69 | $ 0.03 |
Private Placement Warrants [Member] | Measurement Input, Share Price [Member] | ||
Aggregate value of warrants outstanding | $ 5,300,000 | $ 200,000 |
Aggregate value of warrants outstanding per share | $ 0.7 | $ 0.03 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Assets Measured On Recurring Basis (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Marketable Securities Held In Trust Account [Member] | Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, Fair Value Disclosure | $ 15,489,507 | $ 400,142,570 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Liabilities Measured On Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | $ 628,000 | $ 14,520,000 | |
Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 400,000 | 9,200,000 | $ 13,733,333 |
Public Warrants [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 400,000 | 9,200,000 | |
Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 228,000 | 5,320,000 | $ 7,828,000 |
Private Placement Warrants [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | $ 228,000 | $ 5,320,000 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value of Warrant Liabilities (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in valuation inputs or other assumptions | $ (13,892,000) | $ (7,041,333) |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | 14,520,000 | |
Fair value, Ending Balance | 628,000 | 14,520,000 |
Public Warrants [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | 9,200,000 | 13,733,333 |
Change in valuation inputs or other assumptions | (8,800,000) | (4,533,333) |
Fair value, Ending Balance | 400,000 | 9,200,000 |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | 5,320,000 | 7,828,000 |
Change in valuation inputs or other assumptions | (5,092,000) | (2,508,000) |
Fair value, Ending Balance | 228,000 | 5,320,000 |
Warrant Liabilities [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | 14,520,000 | 21,561,333 |
Change in valuation inputs or other assumptions | (13,892,000) | (7,041,333) |
Fair value, Ending Balance | $ 628,000 | $ 14,520,000 |
Fair Value Measurements - Discl
Fair Value Measurements - Disclosure Of Inputs Used In Measuring The Fair Value Of Warrants (Detail) - Public Warrants And Private Placement Warrants [Member] | Dec. 31, 2022 d yr | Dec. 31, 2021 yr d |
Initial Measurement [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 3.99 | |
Initial Measurement [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | yr | 5 | |
Initial Measurement [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.8 | |
Initial Measurement [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.5 | |
Initial Measurement [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.89 | |
Initial Measurement [Member] | Redemption Threshold Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 18 | |
Initial Measurement [Member] | Redemption Threshold Days [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 20 | |
Initial Measurement [Member] | Redemptin Threshold Consecutive Trading Days [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 30 | |
Initial Measurement [Member] | Redemption Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.01 | |
Initial Measurement [Member] | Measurement Input Probability Of A Successful Acquisition [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 50 | |
Subsequent Measurement [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.26 | |
Subsequent Measurement [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | yr | 5 | |
Subsequent Measurement [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 13.3 | |
Subsequent Measurement [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.5 | |
Subsequent Measurement [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10 | |
Subsequent Measurement [Member] | Redemption Threshold Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 18 | |
Subsequent Measurement [Member] | Redemption Threshold Days [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 20 | |
Subsequent Measurement [Member] | Redemptin Threshold Consecutive Trading Days [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 30 | |
Subsequent Measurement [Member] | Redemption Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.01 | |
Subsequent Measurement [Member] | Measurement Input Probability Of A Successful Acquisition [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 90 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||
Temporary equity accretion to redemption value | $ 5,903,651 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Temporary equity accretion to redemption value | $ 3,262,655 |