Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 22, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | DHC ACQUISITION CORP. | |
Entity Central Index Key | 0001838163 | |
Entity File Number | 001-40130 | |
Entity Tax Identification Number | 98-1574798 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | E9 | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 535 Silicon Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Southlake | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76092 | |
City Area Code | 214 | |
Local Phone Number | 452-2300 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | DHCA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 4,646,574 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,736,268 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | DHCAU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
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 $11.50 | |
Trading Symbol | DHCAW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 153,346 | $ 212,608 |
Due from Sponsor | 1,500 | 1,500 |
Prepaid expenses and other assets | 52,500 | 61,530 |
Total Current Assets | 207,346 | 275,638 |
Trust Account Receivable | 887,555 | |
Cash and investments held in Trust Account | 47,215,722 | 313,913,217 |
TOTAL ASSETS | 48,310,623 | 314,188,855 |
Current liabilities | ||
Accounts payable and accrued expenses | 5,637,050 | 5,440,933 |
Related party advance | 50,000 | |
Total Current Liabilities | 5,687,050 | 5,440,933 |
Warrant liabilities | 547,486 | 164,410 |
Deferred underwriting fee payable | 10,830,775 | 10,830,775 |
Total Liabilities | 17,065,311 | 16,436,118 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption; 4,646,574 and 30,945,072 shares at a redemption value of $10.16 and $10.14 per share at March 31, 2023 and December 31, 2022, respectively | 48,103,277 | 313,913,217 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 0 | |
Accumulated deficit | (16,858,739) | (16,161,254) |
Total Shareholders' Deficit | (16,857,965) | (16,160,480) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | 48,310,623 | 314,188,855 |
Class A ordinary shares | ||
Current liabilities | ||
Class A ordinary shares subject to possible redemption; 4,646,574 and 30,945,072 shares at a redemption value of $10.16 and $10.14 per share at March 31, 2023 and December 31, 2022, respectively | 48,103,277 | 313,913,217 |
Shareholders' Deficit | ||
Common stock value | 0 | |
Class B ordinary shares | ||
Shareholders' Deficit | ||
Common stock value | $ 774 | $ 774 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Ordinary shares subject to possible redemption | 4,646,574 | 30,945,072 |
Ordinary shares subject to possible redemption par value | $ 10.35 | $ 10.14 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Class B ordinary shares | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 7,736,268 | 7,736,268 |
Common stock shares outstanding | 7,736,268 | 7,736,268 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating and formation costs | $ 314,409 | $ 1,702,762 |
Loss from operations | (314,409) | (1,702,762) |
Other income (expense): | ||
Change in fair value of warrant liabilities | (383,076) | 4,503,199 |
Interest earned on cash and investments held in the Trust Account | 2,775,554 | 30,209 |
Other income (expense), net | 2,392,478 | 4,533,408 |
Net income | 2,078,069 | 2,830,646 |
Common Class A [Member] | ||
Other income (expense): | ||
Net income | $ 1,608,669 | $ 2,264,517 |
Basic weighted average shares outstanding | 26,512,741 | 30,945,072 |
Basic net income per share | $ 0.06 | $ 0.07 |
Diluted weighted average shares outstanding | 26,512,741 | 30,945,072 |
Diluted net income per share | $ 0.06 | $ 0.07 |
Common Class B [Member] | ||
Other income (expense): | ||
Net income | $ 469,400 | $ 566,129 |
Basic weighted average shares outstanding | 7,736,268 | 7,736,268 |
Basic net income per share | $ 0.06 | $ 0.07 |
Diluted weighted average shares outstanding | 7,736,268 | 7,736,268 |
Diluted net income per share | $ 0.06 | $ 0.07 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Total | Class B ordinary shares | Common Stock [Member] Class B ordinary shares | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2021 | $ (18,904,696) | $ 774 | $ 0 | $ (18,905,470) | |
Beginning balance, shares at Dec. 31, 2021 | 7,736,268 | ||||
Net income | 2,830,646 | $ 566,129 | 2,830,646 | ||
Ending balance at Mar. 31, 2022 | (16,074,050) | $ 774 | (16,074,824) | ||
Ending balance, shares at Mar. 31, 2022 | 7,736,268 | ||||
Beginning balance at Dec. 31, 2021 | (18,904,696) | $ 774 | 0 | (18,905,470) | |
Beginning balance, shares at Dec. 31, 2021 | 7,736,268 | ||||
Ending balance at Dec. 31, 2022 | (16,160,480) | $ 774 | 0 | (16,161,254) | |
Ending balance, shares at Dec. 31, 2022 | 7,736,268 | ||||
Shareholder non redemption agreement | (744,274) | (744,274) | |||
Contribution by Sponsor | 744,274 | 744,274 | |||
Accretion for Class A ordinary shares to redemption amount | (2,775,554) | (2,775,554) | |||
Net income | 2,078,069 | $ 469,400 | 2,078,069 | ||
Ending balance at Mar. 31, 2023 | $ (16,857,965) | $ 774 | $ (16,858,739) | ||
Ending balance, shares at Mar. 31, 2023 | 7,736,268 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 2,078,069 | $ 2,830,646 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on cash and investments held in Trust Account | (2,775,554) | (30,209) |
Change in fair value of warrant liabilities | 383,076 | (4,503,199) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 9,030 | 14,794 |
Accounts payable and accrued expenses | 196,117 | 1,495,173 |
Net cash used in operating activities | (109,262) | (192,795) |
Cash Flows from Investing Activities: | ||
Trust receivable | (887,555) | 0 |
Cash withdrawn from Trust Account in connection with redemption | 269,473,049 | 0 |
Net cash provided by investing activities | 268,585,494 | 0 |
Cash Flows from Financing Activities: | ||
Related party advance | 50,000 | 0 |
Redemption of ordinary shares | (268,585,494) | 0 |
Net cash used in financing activities | (268,585,494) | 0 |
Net Change in Cash | (59,262) | (192,795) |
Cash – Beginning of period | 212,608 | 861,474 |
Cash – End of period | $ 153,346 | $ 668,679 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Business Description And Basis Of Presentation [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS DHC Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 22, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has one wholly owned The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. 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. On March 3, 2023, the Company held an extraordinary general meeting (the “Extension Meeting”) to vote on a number of proposals, including a proposal to approve an amendment the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company has to consummate a business combination from March 4, 2023 to December 4, 2023 (the “Combination Period”). The proposal was approved by the Company’s shareholders. In connection with the Extension Meeting, the holders of 26,298,498 Class A ordinary shares of the Company (the “Redeeming Shareholders”) properly exercised their right to redeem their Class A ordinary shares for cash at a redemption price of approximately $10.21 All activity through March 31, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of Following the closing of the Initial Public Offering on March 4, 2021, an amount of $300,000,000 ($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 will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less 2a-7 On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account, bringing the aggregate proceeds deposited in the Trust Account to $309,450,720. Transaction costs amounted to $17,501,346, consisting of $6,189,014 in cash underwriting fees, net of reimbursement, $10,830,775 of deferred underwriting fees and $481,557 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of its issued and outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a 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. The public shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding Public Shares. The per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against an Initial Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will 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 under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed to waive (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial business combination within the Combination Period. If the Company has not completed 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 The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) 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 amounts 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 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 third party (except for the Company’s independent registered public accounting firm) 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 amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the 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 public accounting firm), prospective target businesses and 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. On July 25, 2022, we entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”), by and among the Company, Glory Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”) and With Purpose, Inc. (d/b/a GloriFi, Inc.) a Delaware corporation (“GloriFi”). On January 26, 2023, we sent GloriFi written notice that we had terminated the Business Combination Agreement, pursuant to Section 9.01(i) and Section 9.01(f) the Business Combination Agreement. Our decision to terminate the Business Combination Agreement took into account the fact that GloriFi had previously publicly announced that GloriFi was winding down its operations and closing its digital banking platform and other products. As a result of the termination of the Business Combination Agreement, each of the Ancillary Agreements (as defined in the Business Combination Agreement) were terminated. Liquidity and Going Concern The accompanying unaudited condensed In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of March 31, 2023, there were no amounts outstanding under any Working Capital Loan. In connection with the extraordinary general meeting of shareholders held on March 3, 2023 (the “Extension Meeting”), to extend the date by which the Company has to consummate a business combination (the “Articles Extension”) from March 4, 2023 to December 4, 2023, the Company and the Sponsor, have entered into one or more non-redemption “Non-Redemption Company Non-Redeemed Redeeming Shareholders In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15,“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 4, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 4, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form10-K Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, which was formed on July 22, 2022. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to . One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of or less when purchased to be cash equivalents. The Company did Cash and Investments Held in Trust Account At March 31, 2023, assets held in the Trust Account were comprised of 47,215,722 in cash. At December 31, 2022, assets held in the Trust Account were comprised of $313,913,217 invested primarily in U.S. Treasury Securities. In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide Trust Account In connection with the Extension Meeting, as described in Note 1, due to a clerical error by the trustee of the Trust Account, the Redeeming Shareholders were overpaid approximately $0.03 per Class A ordinary share that was redeemed, for an aggregate total overpayment amount of approximately $887,555 (the “Overpayment Amount”). The Company is in process of collecting the Overpayment Amount and currently expects to fully recover the total Overpayment Amount. Concentration of Credit Risk The Company has historically had significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $17,501,346, of which $16,915,008 was charged to temporary shareholders’ deficit upon the completion of the Initial Public Offering and $586,339 was expensed to the unaudited condensed consolidated statements of operations. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A 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, at March 31, 2023 and December 31, 2022, 4,646,574 and 30,945,072 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At March 31, 2023 and December 31, 2022, the Class A ordinary shares reflected in the unaudited condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 309,450,720 Less: Proceeds allocated to Public Warrants (10,211,874 ) Class A ordinary shares issuance costs (16,924,264 ) Plus: Accretion of carrying value to redemption value 27,136,138 Class A ordinary shares subject to possible redemption as of December 31, 2021 309,450,720 Plus: Accretion of carrying value to redemption value 4,462,497 Class A ordinary shares subject to possible redemption as of December 31, 2022 313,913,217 Less: Redemption (268,585,494 ) Plus: Accretion of carrying value to redemption value 2,775,554 Class A ordinary shares subject to possible redemption as of March 31, 2023 (unaudited) $ 48,103,277 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in ASC815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income per ordinary securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Three Months Ended March 31, 2023 For the Three Months Ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,608,669 $ 469,400 $ 2,264,517 $ 566,129 Denominator: Basic and diluted weighted average shares outstanding 26,512,741 7,736,268 30,945,072 7,736,268 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.07 $ 0.07 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,” approximate the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Public Offering | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2023 | |
Private Placement [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. The Sponsor agreed to purchase up to an additional 600,000 Private Placement Warrants, for an aggregate purchase price of an additional $900,000, if the over-allotment option is exercised in part by the underwriters. On March 5, the Sponsor purchased 126,010 Private Placement Warrants for an additional aggregate purchase price of $189,015 in connection with the partial exercise of the underwriter’s over-allotment option. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding. Historical information has been retroactively restated. The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture by the Sponsor following to the extent the underwriters’ election to exercise their over-allotment option was not exercised so that the number of Founder Shares collectively represented 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ not exercising their overallotment option in full, 888,732 Founder Shares were forfeited on March 4, 2021. The Sponsor has agreed, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the three months ended March 31, 2023 and 2022, the total expense for administrative services was $30,000. As of March 31, 2023 and December 31, 2022, the Company had $30,000 and $ included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets, respectively. Promissory Note — Related Party On December 29, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Advance During the three months ended March 31, 2023, the Sponsor advanced the Company $50,000. As of March 31, 2023 and December 31, 2022, the Company had $50,000 and $0 included in related party advance in the accompanying condensed consolidated balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of March 31, 2023 and December 31, 2022, there were no working capital loans outstanding. Non-redemption On February 28, 2023, the Sponsor entered into Non-Redemption Agreements with various stockholders of the Company pursuant to which these stockholders have committed not to redeem their Class A Ordinary Shares of the company in connection with the Extension Meeting held on March 3, 2023, but still retained their right to redeem their respective shares in connection with the closing of a Business Combination. The commitment to not redeem was accepted by holders of 400,000 shares of Class A Ordinary Shares. In consideration of this agreement, the Sponsor has agreed to transfer 150,000 of its Class B Ordinary shares to the Non-Redeeming Stockholders at the closing of a Business Combination. Each shareholder committed to maintain, and not to redeem at the Extension Meeting, the lesser of (i) 400,000 Class A Ordinary Shares and (ii) % of the Company’s Class A Ordinary Shares. The Company estimated the aggregate fair value of the founders shares attributable to the Non-Redeeming Shareholders to be or $ per share. Each Non-Redeeming paid-in The fair value of the founders shares was based on the following significant inputs: February 28, Risk-free interest rate 4.72 % Remaining life of SPAC 0.68 Value in no De-SPAC $ 0.00 Probability of transaction 50.00 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. Registration Rights Pursuance to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants,30 days after the completion of the Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,830,775 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. Consulting Agreement On January 27, 2021, the Company entered into a Consulting Agreement for financial advisory services. The Company agrees to pay the consultant $2,000,000 and reimburse the consultant for all reasonable and documented expenses, which shall be earned upon announcement of an initial Business Combination and payable at the closing of the initial Business Combination. Business Combination Agreement On July 25, 2022, the Company entered into the Business Combination Agreement, by and among the Company, Merger Sub and GloriFi which was subsequently terminated on January 26, 2023. Business Combination Expense Reimbursement Agreement On February 21, 2022, the Company and GloriFi entered into an agreement pursuant to which GloriFi agreed to reimburse the Company certain business combination related expenses. bad debt in relation to this agreement. Termination of Business Combination Agreement On January 26, 2023, the Company sent GloriFi written notice that the Company had terminated the Business Combination Agreement, pursuant to Section 9.01(i) and Section 9.01(f) the Business Combination Agreement. The Company’s decision to terminate the Business Combination Agreement took into account the fact that GloriFi publicly announced that GloriFi was winding down its operations and closing its digital banking platform and other products. As a result of the termination of the Business Combination Agreement, each of the Ancillary Agreements (as defined in the Business Combination Agreement) were terminated. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one |
Warrants Liabilities
Warrants Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Warrants Liabilities [Abstract] | |
Warrants Liabilities | NOTE 8. WARRANT LIABILITIES As of March 31, 2023 and December 31, 2022, there were 10,315,024 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) one year from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than twenty Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption (Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading days period ending three trading days before the Company sends the notice of redemption to the warrant holders The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30 trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a30-trading day In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of March 31, 2023 and December 31, 2022, there were 6,126,010 Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. 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 an assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2023, assets held in the Trust Account were comprised of $47,215,722 of cash. During the three months ended March 31, 2023, the Company did not withdraw any interest income from the Trust Account. At December 31, 2022, assets held in the Trust Account were comprised of $313,913,217 of money market funds which are invested primarily in U.S. Treasury Securities. During the year ended December 31, 2022, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2023 December 31, 2022 Level Amount Level Amount Assets: Investments held in Trust Account 1 $ 47,215,722 — $ 313,913,217 Liabilities: Warrant Liabilities – Public Warrants 2 $ 343,490 1 $ 103,150 Warrant Liabilities – Private Placement Warrants 2 $ 203,996 2 $ 61,260 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s accompanying March 31, 2023 and December 31, 2022 condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed consolidated statements of operations. The Company established the initial fair value for the Warrants on March 4, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Private Placement Warrants and the Public Warrants. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units was established by the public warrant price. The subsequent measurements of the Private Placement Warrants was established by using the closing price of the Public Warrants, an observable market quote for a similar asset in an active market. For March 31, 2023 and December 31, 2022, the Public Warrants have detached from the Units, and the closing price is utilized as the fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. Due to the lack of an active market, the estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement during year ended December 31, 2022 was $1,031,502. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheets date up to the date that the unaudited condensed consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form10-K |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, which was formed on July 22, 2022. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to . One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of or less when purchased to be cash equivalents. The Company did |
Cash and Investment Held in Trust Account | Cash and Investments Held in Trust Account At March 31, 2023, assets held in the Trust Account were comprised of 47,215,722 in cash. At December 31, 2022, assets held in the Trust Account were comprised of $313,913,217 invested primarily in U.S. Treasury Securities. In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide |
Trust Account Receivable | Trust Account In connection with the Extension Meeting, as described in Note 1, due to a clerical error by the trustee of the Trust Account, the Redeeming Shareholders were overpaid approximately $0.03 per Class A ordinary share that was redeemed, for an aggregate total overpayment amount of approximately $887,555 (the “Overpayment Amount”). The Company is in process of collecting the Overpayment Amount and currently expects to fully recover the total Overpayment Amount. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has historically had significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $17,501,346, of which $16,915,008 was charged to temporary shareholders’ deficit upon the completion of the Initial Public Offering and $586,339 was expensed to the unaudited condensed consolidated statements of operations. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A 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, at March 31, 2023 and December 31, 2022, 4,646,574 and 30,945,072 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At March 31, 2023 and December 31, 2022, the Class A ordinary shares reflected in the unaudited condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 309,450,720 Less: Proceeds allocated to Public Warrants (10,211,874 ) Class A ordinary shares issuance costs (16,924,264 ) Plus: Accretion of carrying value to redemption value 27,136,138 Class A ordinary shares subject to possible redemption as of December 31, 2021 309,450,720 Plus: Accretion of carrying value to redemption value 4,462,497 Class A ordinary shares subject to possible redemption as of December 31, 2022 313,913,217 Less: Redemption (268,585,494 ) Plus: Accretion of carrying value to redemption value 2,775,554 Class A ordinary shares subject to possible redemption as of March 31, 2023 (unaudited) $ 48,103,277 |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in ASC815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Income per Ordinary Share | Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income per ordinary securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Three Months Ended March 31, 2023 For the Three Months Ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,608,669 $ 469,400 $ 2,264,517 $ 566,129 Denominator: Basic and diluted weighted average shares outstanding 26,512,741 7,736,268 30,945,072 7,736,268 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.07 $ 0.07 |
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,” approximate the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). |
Recently Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Income (Loss) Per Ordinary Share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Three Months Ended March 31, 2023 For the Three Months Ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,608,669 $ 469,400 $ 2,264,517 $ 566,129 Denominator: Basic and diluted weighted average shares outstanding 26,512,741 7,736,268 30,945,072 7,736,268 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.07 $ 0.07 |
Summary of Class A Common Stock Subject to Redemption | At March 31, 2023 and December 31, 2022, the Class A ordinary shares reflected in the unaudited condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 309,450,720 Less: Proceeds allocated to Public Warrants (10,211,874 ) Class A ordinary shares issuance costs (16,924,264 ) Plus: Accretion of carrying value to redemption value 27,136,138 Class A ordinary shares subject to possible redemption as of December 31, 2021 309,450,720 Plus: Accretion of carrying value to redemption value 4,462,497 Class A ordinary shares subject to possible redemption as of December 31, 2022 313,913,217 Less: Redemption (268,585,494 ) Plus: Accretion of carrying value to redemption value 2,775,554 Class A ordinary shares subject to possible redemption as of March 31, 2023 (unaudited) $ 48,103,277 |
Related Party Transactions (Tab
Related Party Transactions (Table) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | |
Schedule Of Fair Value Of Founder Shares | The fair value of the founders shares was based on the following significant inputs: February 28, Risk-free interest rate 4.72 % Remaining life of SPAC 0.68 Value in no De-SPAC $ 0.00 Probability of transaction 50.00 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary Company's Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2023 December 31, 2022 Level Amount Level Amount Assets: Investments held in Trust Account 1 $ 47,215,722 — $ 313,913,217 Liabilities: Warrant Liabilities – Public Warrants 2 $ 343,490 1 $ 103,150 Warrant Liabilities – Private Placement Warrants 2 $ 203,996 2 $ 61,260 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 03, 2023 | Mar. 05, 2021 | Mar. 04, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2023 | Mar. 05, 2022 | |
Company, incorporation date | Dec. 22, 2020 | |||||||
Stock issued during period, value | $ 300,000,000 | |||||||
Payment to acquire restricted investments | $ 9,450,720 | |||||||
Transaction cost | 17,501,346 | |||||||
Assets held in the trust account | 309,450,720 | |||||||
Deferred underwriting fee payable | 10,830,775 | |||||||
Other offering costs payable | $ 481,557 | |||||||
Percentage of asset held in trust account | 80% | |||||||
Number of days related to payment to acquire restricted investment | 2 days | |||||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | |||||||
Number of days for consummation of business combination | 10 days | |||||||
Dissolution expenses | $ 100,000 | |||||||
Cash underwriting fess Net of reimbursement | 6,189,014 | |||||||
Cash | 153,346 | $ 212,608 | ||||||
Working Capital | 5,479,704 | |||||||
Promissory note – related party | 50,000 | |||||||
Temporary Equity Accretion To Redemption Value | $ 2,775,554 | |||||||
Definitive Agreement of Initial Business Combination [Member] | ||||||||
Business combination, percentage of voting interest acquired | 50% | |||||||
Common Stock [Member] | ||||||||
Temporary equity redemption price per share | $ 10 | |||||||
Restricted percentage of redemption | 15% | |||||||
Percentage of redemption | 100% | |||||||
Share price | $ 10 | |||||||
Maximum [Member] | ||||||||
U.S. government securities, maturity terms | 185 days | |||||||
Minimum [Member] | ||||||||
U.S. government securities, maturity terms | 0 days | |||||||
Sponsor [Member] | ||||||||
Share price | $ 12 | |||||||
Promissory note – related party | $ 50,000 | $ 0 | ||||||
Sponsor [Member] | Working Capital Loan [Member] | ||||||||
Promissory note – related party | $ 0 | |||||||
Glory Merger Subsidiary Corp [Member] | ||||||||
Company, incorporation date | Jul. 22, 2022 | |||||||
Common Class A [Member] | ||||||||
Temporary equity redemption price per share | $ 10.21 | $ 0.03 | ||||||
Common stock shares outstanding | 0 | 0 | ||||||
Temporary Equity Accretion To Redemption Value | $ 2,775,554 | $ 4,462,497 | $ 27,136,138 | |||||
Common Class A [Member] | DHC Acquisition Corp [Member] | ||||||||
Temporary equity redemption price per share | $ 10.21 | |||||||
Stock issued during period, stock options exercised | 26,298,498 | |||||||
Temporary Equity Accretion To Redemption Value | $ 268,585,000 | |||||||
Common Class A [Member] | Common Stock [Member] | ||||||||
Temporary Equity Accretion To Redemption Value | $ 268,585,000 | |||||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||||
Share price | $ 18 | |||||||
Non-Redeemable Common Class A [Member] | ||||||||
Common stock shares outstanding | 400,000 | 400,000 | ||||||
Non-Redeemable Common Class A [Member] | Sponsor [Member] | ||||||||
Number of shares agreed to transfer | 150,000 | |||||||
IPO [Member] | ||||||||
Proceeds from issuance of warrants | $ 10,211,874 | |||||||
Share price | $ 10 | |||||||
IPO [Member] | Private Placement Warrants [Member] | Sponsor [Member] | ||||||||
Class of warrant or rights issued during period | 6,000,000 | |||||||
Class of warrant or rights issued during period, price per warrant or right | $ 1.5 | |||||||
Proceeds from issuance of warrants | $ 9,000,000 | |||||||
Proceeds from sale of equity | $ 300,000,000 | |||||||
Proceeds from sale of equity, per unit | $ 10 | |||||||
IPO [Member] | Common Class A [Member] | ||||||||
Stock issued during period shares new issues | 30,000,000 | |||||||
Shares issue price | $ 10 | |||||||
Stock issued during period | 30,000,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Stock issued during period shares new issues | 945,072 | 4,500,000 | ||||||
Stock issued during period | 945,072 | 4,500,000 | ||||||
Over-Allotment Option [Member] | Underwriters [Member] | Partial Exercise Of Over Allotment Option [Member] | ||||||||
Stock issued during period shares new issues | 945,072 | |||||||
Stock issued during period, value | $ 9,450,720 | |||||||
Class of warrant or rights issued during period | 126,010 | |||||||
Class of warrant or rights issued during period, price per warrant or right | $ 1.5 | $ 1.5 | ||||||
Proceeds from issuance of warrants | $ 189,015 | |||||||
Stock issued during period | 945,072 | |||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | Sponsor [Member] | ||||||||
Class of warrant or rights issued during period | 126,010 | |||||||
Over-Allotment Option [Member] | Common Class A [Member] | ||||||||
Stock issued during period shares new issues | 30,000,000 | |||||||
Shares issue price | $ 10 | |||||||
Stock issued during period, value | $ 9,450,720 | |||||||
Stock issued during period | 30,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 03, 2023 | |
Future confirming events | one or more future confirming events | ||
Cash equivalents, Carrying value | $ 0 | $ 0 | |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits, Amounts accrued for interest and penalties | 0 | 0 | |
Income tax expenses benefit | 0 | $ 0 | |
FDIC, Insured amount | $ 250,000 | ||
Term of short term investments | 3 months | ||
Weighted average number diluted shares outstanding adjustment | 0 | 0 | |
Assets Held-in-trust, Noncurrent | $ 47,215,722 | $ 313,913,217 | |
Accounts receivable, non current | 887,555 | ||
Cash [Member] | |||
Assets Held-in-trust, Noncurrent | $ 47,215,722 | ||
US Treasury Securities [Member] | |||
Assets Held-in-trust, Noncurrent | $ 313,913,217 | ||
Class A ordinary shares | |||
Temporary equity shares outstanding | 4,646,574 | 30,945,072 | |
Number of Common stock into which the class of warrant or right be converted | 16,441,034 | ||
Temproary equity, redemption price per share | $ 0.03 | $ 10.21 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Class A Common Stock Subject to Redemption (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Plus: | |||
Accretion of carrying value to redemption value | $ 2,775,554 | ||
Class A Ordinary Shares Subject to Possible Redemption | 48,103,277 | $ 313,913,217 | |
Common Class A [Member] | |||
Less: | |||
Class A ordinary shares issuance costs | $ (16,924,264) | ||
Redemption | (268,585,494) | ||
Plus: | |||
Accretion of carrying value to redemption value | 2,775,554 | 4,462,497 | 27,136,138 |
Class A Ordinary Shares Subject to Possible Redemption | $ 48,103,277 | $ 313,913,217 | 309,450,720 |
IPO [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds | 309,450,720 | ||
Less: | |||
Proceeds allocated to Public Warrants | $ (10,211,874) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Basic and Diluted Income (Loss) Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Allocation of net income, as adjusted | $ 2,078,069 | $ 2,830,646 |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 1,608,669 | $ 2,264,517 |
Denominator: | ||
Basic weighted average shares outstanding | 26,512,741 | 30,945,072 |
Diluted weighted average shares outstanding | 26,512,741 | 30,945,072 |
Basic net income per ordinary share | $ 0.06 | $ 0.07 |
Diluted net income per ordinary share | $ 0.06 | $ 0.07 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 469,400 | $ 566,129 |
Denominator: | ||
Basic weighted average shares outstanding | 7,736,268 | 7,736,268 |
Diluted weighted average shares outstanding | 7,736,268 | 7,736,268 |
Basic net income per ordinary share | $ 0.06 | $ 0.07 |
Diluted net income per ordinary share | $ 0.06 | $ 0.07 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 05, 2021 | Mar. 04, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Mar. 05, 2022 | |
Public Offering [Line Items] | |||||
Stock issued during period value new issues | $ 300,000,000 | ||||
Payment to acquire restricted investments | $ 9,450,720 | ||||
Assets held in the trust account | $ 309,450,720 | ||||
IPO [Member] | |||||
Public Offering [Line Items] | |||||
Proceeds from sale of Private Placement Warrants | $ 10,211,874 | ||||
Over-Allotment Option [Member] | |||||
Public Offering [Line Items] | |||||
Stock issued during period shares new issues | 945,072 | 4,500,000 | |||
Over-Allotment Option [Member] | Partial Exercise Of Over Allotment Option [Member] | Underwriters [Member] | |||||
Public Offering [Line Items] | |||||
Stock issued during period shares new issues | 945,072 | ||||
Stock issued during period value new issues | $ 9,450,720 | ||||
Class of warrant or rights issued during period | 126,010 | ||||
Class of warrant or rights issued during period, price per warrant or right | $ 1.5 | $ 1.5 | |||
Proceeds from sale of Private Placement Warrants | $ 189,015 | ||||
Common Class A [Member] | Public Warrants [Member] | |||||
Public Offering [Line Items] | |||||
Common stock, conversion basis | Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). | ||||
Common Class A [Member] | IPO [Member] | |||||
Public Offering [Line Items] | |||||
Stock issued during period shares new issues | 30,000,000 | ||||
Shares issue price | $ 10 | ||||
Warrants exercise price per share | $ 11.5 | ||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||
Public Offering [Line Items] | |||||
Stock issued during period shares new issues | 30,000,000 | ||||
Shares issue price | $ 10 | ||||
Stock issued during period value new issues | $ 9,450,720 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 05, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | |
Private Placement Warrants [Member] | |||
Class of warrants or rights, number of securities called by each warrant or rights | 1 | ||
Class of warrants or rights, exercise price | $ 11.5 | ||
IPO [Member] | |||
Proceeds from issuance of warrants | $ 10,211,874 | ||
IPO [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||
Class of warrant or rights issued during period | 6,000,000 | ||
Class of warrant or rights issued during period, price per warrant or right | $ 1.5 | ||
Proceeds from issuance of warrants | $ 9,000,000 | ||
Over-Allotment Option [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||
Class of warrant or rights issued during period | 126,010 | ||
Class of warrants or rights subscribed but not issued | 600,000 | ||
Class of warrants or rights subscribed but not issued value | $ 900,000 | ||
Proceeds from derivative instrument, financing activities | $ 189,015 |
Related Party Transactions - Sc
Related Party Transactions - Schedule Of Fair Value Of Founder Shares (Detail) - Founder Shares [Member] | Feb. 28, 2023 yr $ / shares |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Founder shares measurement input | 4.72 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Founder shares measurement input | yr | 0.68 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Founder shares measurement input | $ / shares | 0 |
Measurement Input Probability Of Transaction [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Founder shares measurement input | 50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 03, 2023 | Feb. 28, 2023 | Mar. 04, 2021 | Mar. 01, 2021 | Dec. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 29, 2020 | |
Related Party Transaction [Line Items] | |||||||||
Due to related parties current | $ 50,000 | ||||||||
Administrative Service Agreement [Member] | Sponsor Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction. administrative expense | $ 30,000 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share price | $ 12 | ||||||||
Notice period to redeem shares | 150 days | ||||||||
Due to related parties current | $ 50,000 | $ 0 | |||||||
Proceeds from advances to related parties | 50,000 | ||||||||
Sponsor [Member] | Working Capital Loan [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties current | 0 | ||||||||
Debt instrument convertible into warrants | $ 1,500,000 | ||||||||
Debt instrument conversion price | $ 1.5 | ||||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, face amount | $ 300,000 | ||||||||
Due to related parties current | $ 171,357 | ||||||||
Sponsor [Member] | Administrative Service Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, amounts of transaction | $ 10,000 | ||||||||
Related party transaction. administrative expense | 30,000 | ||||||||
Sponsor [Member] | Administrative Service Agreement [Member] | Accrued Liabilities [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction. administrative expense | $ 30,000 | $ 120,000 | |||||||
Sponsor [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share transfer restriction, threshold trading days | 30 days | ||||||||
Sponsor [Member] | Minimum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of consecutive trading days for share price determination | 20 days | ||||||||
Class B ordinary shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock shares outstanding | 8,625,000 | 7,736,268 | 7,736,268 | ||||||
Class B ordinary shares | Founder Shares [Member] | Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period, value, issued for services | $ 25,000 | ||||||||
Stock issued during period, shares, issued for services | 7,187,500 | ||||||||
Stock issued during period | 1,437,500 | ||||||||
Ordinary shares subject to possible redemption | 1,125,000 | ||||||||
Percentage of shares issued and outstanding | 20% | ||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 888,732 | ||||||||
Non-Redeemable Common Class A [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock shares outstanding | 400,000 | 400,000 | |||||||
Non-Redeemable Common Class A [Member] | Sponsor Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of Shares to Be Transferred Amongst the Related Parties Interest Upon Consummation of Business Combination | 150,000 | ||||||||
Non-Redeemable Common Class A [Member] | Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of Shares to Be Transferred Amongst the Related Parties Interest Upon Consummation of Business Combination | 150,000 | ||||||||
Non-Redeemable Common Class A [Member] | Founder Shares [Member] | Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of identified shares | 9.90% | ||||||||
Estimated fair value of non-redeeming shares | 150,000 | ||||||||
Estimated fair value of non-redeeming shares, value | $ 744,274 | ||||||||
Estimated fair value of non-redeeming shares, per share | $ 4.96 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 05, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Jan. 27, 2021 | |
Number of days after the completion of the business combination | 30 days | |||
Deferred underwriting fee payable, per unit | $ 0.35 | |||
Deferred underwriting fee payable | $ 10,830,775 | |||
Stock repurchased and retired during period, shares | 3,554,928 | |||
Consulting Agreement [Member] | ||||
Consultant Fee | $ 2,000,000 | |||
Business Combination Expense Reimbursement Agreement [Member] | ||||
Bad debt written off | $ 517,430 | |||
Over-Allotment Option [Member] | ||||
Option vesting period | 45 days | |||
Stock issued during period | 945,072 | 4,500,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock par value | $ 0.0001 | $ 0.0001 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Percentage of sum of ordinary shares issued and outstanding | 20% | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 500,000,000 | 500,000,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Common stock, voting rights | one | ||
Common stock shares issued | 0 | 0 | |
Common stock shares outstanding | 0 | 0 | |
Temporary equity shares outstanding | 4,646,574 | 30,945,072 | |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 50,000,000 | 50,000,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Common stock, voting rights | one | ||
Common stock shares issued | 7,736,268 | 7,736,268 | |
Common stock shares outstanding | 7,736,268 | 7,736,268 | 8,625,000 |
Common stock, conversion basis | one-for-one basis |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of days after consummation of business combination within which registration shall be made with securities exchange commission | 20 days | |
Number of days after consummation of business combination within which registration with securities exchange commission shall be effective | 60 days | |
Common Stock [Member] | ||
Share price | $ 10 | |
Common Class A [Member] | ||
Common stock shares lock in period | 30 days | |
Common Class A [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||
Proceeds to be used for business combination as a percentage of total equity proceeds | 60% | |
Sale of stock issue price per share | $ 9.2 | |
Number of trading days for determining volume weighted average trading price of the ordinary shares | 20 days | |
Volume Weighted Average Trading Price Of Shares | $ 9.2 | |
Common Class A [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | Warrant Exercise Price One [Member] | ||
Class of warrants or rights, Exercise price as a percentage of newly issued price | 115% | |
Common Class A [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | Warrant Exercise Price Two [Member] | ||
Class of warrants or rights, Exercise price as a percentage of newly issued price | 180% | |
Share Price $10 [Member] | Common Class A [Member] | Share Redemption Triger Price [Member] | ||
Share price | $ 10 | |
Public Warrants [Member] | ||
Class of warrants or rights, outstanding | 10,315,024 | 10,315,024 |
Class of warrants or rights period after which the warrants or rights are exercisable | 1 year | |
Class of warrant or right days from which warrants or rights exercisable | 30 days | |
Warrants or rights outstanding, term | 5 years | |
Public Warrants [Member] | Common Stock [Member] | Redemption Trigger Price One [Member] | ||
Share price | $ 18 | |
Public Warrants [Member] | Common Class A [Member] | Redemption Trigger Price One [Member] | ||
Share price | 18 | |
Class of warrants or rights, redemption price per warrant or right | $ 0.01 | |
Class of warrants or rights, notice of redemption period | 30 days | |
Number of trading days determining closing price of ordinary shares | 20 days | |
Number of consecutive trading days for determining the closing price of shares | 30 days | |
Period during which the registered propsectus shall be available for warrant redemption | 30 days | |
Public Warrants [Member] | Common Class A [Member] | Redemption Trigger Price Two [Member] | ||
Share price | $ 10 | |
Class of warrants or rights, redemption price per warrant or right | $ 0.1 | |
Class of warrants or rights, notice of redemption period | 30 days | |
Number of consecutive trading days for determining the closing price of shares | 30 days | |
Private Placement Warrants [Member] | ||
Class of warrants or rights, outstanding | 6,126,010 | 6,126,010 |
Class of warrants or rights lock in period | 30 days | |
Private Placement Warrants [Member] | Common Class A [Member] | ||
Share price | $ 18 | |
Number of trading days determining closing price of ordinary shares | 20 days | |
Number of consecutive trading days for determining the closing price of shares | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Company's Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Investment held in Trust Account | $ 313,913,217 | |
Level 1 [Member] | ||
Assets: | ||
Investment held in Trust Account | $ 47,215,722 | |
Public Warrants [Member] | Level 1 [Member] | Warrant [Member] | ||
Liabilities: | ||
Warrant Liability | 103,150 | |
Public Warrants [Member] | Level 2 [Member] | Warrant [Member] | ||
Liabilities: | ||
Warrant Liability | 343,490 | |
Private Placement Warrants [Member] | Level 2 [Member] | Warrant [Member] | ||
Liabilities: | ||
Warrant Liability | $ 203,996 | $ 61,260 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2023 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets held in the trust account | $ 313,913,217 | $ 47,215,722 |
Cash [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets held in the trust account | $ 47,215,722 | |
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Measurement With Unobservable Inputs Reconciliation Liability Transfers From Level1 To Level3 | $ 1,031,502 |