Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 17, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fiscal Period Focus | FY | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | CATCHA INVESTMENT CORP | ||
Entity Central Index Key | 0001838293 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
City Area Code | 65 | ||
Local Phone Number | 6829-2294 | ||
Entity File Number | 001-40061 | ||
Entity Tax Identification Number | 98-1574476 | ||
Entity Address, Address Line One | Level 42, Suntec Tower Three | ||
Entity Address, Postal Zip Code | 038988 | ||
Entity Address, City or Town | Temasek Blvd | ||
Entity Address, Country | SG | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | CHAA | ||
Security Exchange Name | NYSEAMER | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 294,600,000 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Class A Ordinary shares [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,214,859 | ||
Class B Ordinary shares [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,500,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash | $ 20,706 | $ 995,064 |
Prepaid expenses | 33,875 | 41,955 |
Total current assets | 54,581 | 1,037,019 |
Investments held in Trust Account | 304,086,289 | 300,084,603 |
Total Assets | 304,140,870 | 301,121,622 |
Liabilities and Shareholders' Deficit | ||
Accounts payable and accrued expenses | 599,443 | 474,254 |
Due to Related Party | 125,625 | 6,000 |
Total current liabilities | 725,068 | 480,254 |
Warrant liability | 68,660 | 8,910,582 |
Deferred underwriting fees | 10,500,000 | 10,500,000 |
Total liabilities | 11,293,728 | 19,890,836 |
Commitments and Contingencies (Note 7) | ||
Class A ordinary shares subject to possible redemption, 30,000,000 shares at redemption value of $10.14 and $10.00 per share as of December 31, 2022 and 2021, respectively | 304,086,289 | 300,084,603 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 0 | |
Accumulated deficit | (11,239,897) | (18,854,567) |
Total shareholders' deficit | (11,239,147) | (18,853,817) |
Total Liabilities and Shareholders' Deficit | 304,140,870 | 301,121,622 |
Class A Ordinary shares [Member] | ||
Shareholders' Deficit: | ||
Common shares | 0 | 0 |
Class B Ordinary shares [Member] | ||
Shareholders' Deficit: | ||
Common shares | $ 750 | $ 750 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity shares outstanding | 30,000,000 | 30,000,000 |
Temporary equity par or stated value per share | $ 10.14 | $ 10 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 30,000,000 | 30,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 7,500,000 | 7,500,000 |
Common stock shares outstanding | 7,500,000 | 7,500,000 |
Statements Of Operations
Statements Of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Formation and operating costs | $ 1,227,252 | $ 931,308 |
Loss from operations | (1,227,252) | (931,308) |
Interest income from Trust Account | 4,001,686 | 84,603 |
Transaction costs incurred in connection with IPO | 0 | (795,046) |
Change in fair value of overallotment option liability | 0 | 325,679 |
Change in fair value of warrant liability | 8,841,922 | 12,255,052 |
Total other income, net | 12,843,608 | 11,870,288 |
Net income | $ 11,616,356 | $ 10,938,980 |
Class A ordinary shares subject to possible redemption [Member] | ||
Basic weighted average shares outstanding | 30,000,000 | 26,136,986 |
Diluted weighted average shares outstanding | 30,000,000 | 26,136,986 |
Basic net income per share | $ 0.31 | $ 0.33 |
Diluted net income per share | $ 0.31 | $ 0.33 |
Non-redeemable ordinary shares | ||
Basic weighted average shares outstanding | 7,500,000 | 7,419,521 |
Diluted weighted average shares outstanding | 7,500,000 | 7,419,521 |
Basic net income per share | $ 0.31 | $ 0.33 |
Diluted net income per share | $ 0.31 | $ 0.33 |
Statements Of Changes In Shareh
Statements Of Changes In Shareholders' Equity (Deficit) - USD ($) | Total | Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Over-Allotment Option [Member] | Accumulated Deficit [Member] | Class A Ordinary shares [Member] | Class A Ordinary shares [Member] Common Stock [Member] | Class B Ordinary shares [Member] Common Stock [Member] | Class B Ordinary shares [Member] Common Stock [Member] Over-Allotment Option [Member] |
Beginning balance at Dec. 31, 2020 | $ 19,256 | $ 24,209 | $ (5,744) | $ 0 | $ 791 | ||||
Beginning balance, Shares at Dec. 31, 2020 | 0 | 7,906,250 | |||||||
Sale of 5,333,333 Private Placement Warrants on February 17, 2021, net of warrant liability | 624,720 | 624,720 | |||||||
Forfeiture of over-allotment option of Class B ordinary shares, Shares | (406,250) | ||||||||
Forfeiture of over-allotment option of Class B ordinary shares | $ 41 | $ (41) | |||||||
Re-measurement of Class A ordinary shares to redemption value | (30,352,170) | (648,970) | (29,703,200) | $ 30,352,170 | |||||
Accretion of interest income to Class A shares subject to possible redemption | (84,603) | $ (84,603) | (84,603) | (84,603) | |||||
Net income | 10,938,980 | 10,938,980 | |||||||
Ending balance at Dec. 31, 2021 | (18,853,817) | (18,854,567) | $ 0 | $ 750 | |||||
Ending balance, Shares at Dec. 31, 2021 | 0 | 7,500,000 | |||||||
Accretion of interest income to Class A shares subject to possible redemption | (4,001,686) | $ (4,001,686) | (4,001,686) | $ (4,001,686) | |||||
Net income | 11,616,356 | 11,616,356 | |||||||
Ending balance at Dec. 31, 2022 | $ (11,239,147) | $ (11,239,897) | $ 0 | $ 750 | |||||
Ending balance, Shares at Dec. 31, 2022 | 0 | 7,500,000 |
Statements Of Changes In Shar_2
Statements Of Changes In Shareholders' Equity (Deficit) (Parenthetical) | Feb. 17, 2021 shares |
Private Placement Warrants [Member] | |
Class of warrants or rights warrants issued during the period | 5,333,333 |
Statements Of Cash Flows
Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 11,616,356 | $ 10,938,980 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest income from Trust Account | (4,001,686) | (84,603) |
Change in fair value of over-allotment option liability | 0 | (325,679) |
Change in fair value of warrant liability | (8,841,922) | (12,255,052) |
Transaction costs incurred in connection with IPO | 0 | 795,046 |
Changes in current assets and current liabilities: | ||
Prepaid expenses | 8,080 | (41,955) |
Accounts payable and accrued expenses | 125,189 | 412,156 |
Due to related party | 119,625 | 6,000 |
Net cash used in operating activities | (974,358) | (555,107) |
Cash Flows from Investing Activities: | ||
Purchase of investments held in Trust Account | 0 | (900,107,534) |
Disposals of investments held in Trust Account | 0 | 600,108,000 |
Cash deposited in Trust Account | 0 | (466) |
Net cash used in investing activities | 0 | (300,000,000) |
Cash Flows from Financing Activities: | ||
Proceeds from initial public offering, net of costs | 0 | 294,000,000 |
Proceeds from private placement | 0 | 8,000,000 |
Payment of promissory note | 0 | (131,259) |
Payments of offering costs | 0 | (318,570) |
Net cash provided by financing activities | 0 | 301,550,171 |
Net Change in Cash | (974,358) | 995,064 |
Cash - Beginning | 995,064 | 0 |
Cash, end of the period | 20,706 | 995,064 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Deferred underwriting commissions charged to additional paid-in capital | 0 | 10,500,000 |
Initial value of Class A ordinary shares subject to possible redemption | 0 | 300,000,000 |
Accretion of interest income to Class A shares subject to possible redemption | 4,001,686 | 84,603 |
Initial classification of warrant liability | 0 | 21,165,634 |
Deferred offering costs paid under promissory note | $ 0 | $ 126,259 |
Organization and Business Opera
Organization and Business Operation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operation | NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS Organization and General Catcha Investment Corp (the “Company”) was incorporated as a Cayman Islands exempted company on December 17, 2020. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “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. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering, and after the initial public offering, searching for a Business Combination target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the initial public offering (the “Initial Public Offering” or “IPO”) of 30,000,000 units (the “Units” and, with respect to the Class A ordinary share included in the Units sold, the “Public Shares”), including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of the over-allotment, at $10.00 per Unit generating gross proceeds of $300,000,000, which is described in Note 3. Each Unit consists of one Class A ordinary share, and one-third Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to the Company’s Sponsor, generating gross proceeds to the Company of $8,000,000, which is described in Note 4. Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7under 24 Transaction costs amounted to $ paid-in Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general 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 proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $ of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. On February 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved i) an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company has to consummate a business combination from February 17, 2023 to the Extended Date (the “Extension Amendment Proposal”), ii) a proposal (the “Trust Amendment Proposal”) to amend the Company’s investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between the Company and Continental Stock Transfer Company (“CST”), to extend the date by which the Company has to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as in determined by the Company’s board of directors (such date, the “Extended Date”). Following such approval by the Company’s shareholders, the Company and CST entered into the Amendment No. 1 to the IMTA on February 14, 2023 (the “IMTA Amendment”). In connection with the vote to approve the Articles Amendment, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s second amended and restated memorandum and articles of association, 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 the initial Business Combination within the Combination Period or during any Extension Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than 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 amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern As of December 31, 2022, the Company had $20,706 in cash outside of the Trust Account and working capital deficit of $670,487 . On December 13, 2022, the Company issued an unsecured convertible promissory note (see Note 5) to the Sponsor, pursuant to which the Company may borrow up to $ borrowings under such loan. Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note. On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors (such date, the “Extended Date”), the Sponsor has agreed to deposit into the Company’s T A the lesser of (i) or (ii) $0.0375 for each unredeemed has been loaned. Up to the date that the financial statements were issued, the Company received $150,000 under the Extension Loan. Using these loans received, the company deposited two tranches of $75,000 into Trust Account on February 22, 2023 and March 21, 2023, respectively. In addition to the $1,500,000 Convertible Promissory Note, in order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. Management will use these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating a Business Combination (including the Pending Business Combination). However, management expects the Company to continue to incur significant costs in pursuit of the consummation of a Business Combination and current funds may not be sufficient to operate the Company for at least the 12 months following the issuance of the financial statements contained herein. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Subtopic (“ASC”) 205-40, ”Presentation of Financial Statements – Going Concern,” management has determined that if the Company is unable to complete a Business Combination by February 17, 2024 or such earlier date as is determined by the Company’s board of directors, then the Company will cease all operations except for the purpose of liquidating. The mandatory liquidation, subsequent dissolution and the liquidity issues raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply on on-emerging Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $20,706 and $995,064 in cash and did not have any cash equivalents as of December 31, 2022 and 2021, respectively. Investments Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were held in cash, money market funds and U.S. Treasury securities. As of December 31, 2021, the Company classifies its United States Treasury securities with original maturities of more than three months but less than one year to be held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to As of December 31, 2022, the Company classifies its money market funds as trading securities in accordance with ASC 320 Topic. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income from As of December 31, 2022, investments in the Company’s Trust Account consisted of $304,086,289 in money market funds that invest primarily in U.S Treasury securities. As of December 31, 2021, investments in the Company’s Trust Account consisted of $466 in cash and $300,084,137 in U.S. Treasury Securities. All of the U.S. Treasury Securities purchased on February 18, 2021 and July 22, 2021 have matured on July 22, 2021 and November 26, 2021, respectively. The Company repurchased new Treasury Securities on November 26, 2021, which matured on May 26, 2022. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. These investments were classified as held-to-maturity. held-to-maturity Amortized Cost Gross Gross Fair Value as of Held-to-Maturity $ 300,084,137 $ — $ (51,208 ) $ 300,032,929 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements FASB ASC Topic 820, “Fair Value Measurement The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets. The fair values of prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99 FASB ASC 470-20, Offering costs in the aggregate of $ Over-allotment Option Liability The Company accounted for the over-allotment option in accordance with the guidance contained in ASC 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 FASB 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 the occurrence of uncertain future events. Accordingly, all ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds from initial public offering $ 300,000,000 Less: Proceeds allocated to Public Warrants (13,790,354 ) Less: Class A ordinary shares issuance costs (16,236,137 ) Less: Initial fair value of over-allotment option (325,679 ) Add: Remeasurement of Class A ordinary shares to redemption value 30,352,170 Add: Accretion of interest income to Class A shares subject to possible 84,603 Class A ordinary shares subject to possible redemption as of December 31, 2021 300,084,603 Add: Accretion of interest income to Class A shares subject to possible 4,001,686 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 304,086,289 Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash The Company accounts for the warrants issued in connection with the IPO and the Private Placement in accordance with the guidance contained in ASC 815-40. re-measurement re-measurement, Net Income Per Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 15,333,333 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year s The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. Year ended December 31, 2022 Year ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 9,293,085 $ 2,323,271 $ 8,520,314 $ 2,418,666 Denominator: Weighted-average shares outstanding 30,000,000 7,500,000 26,136,986 7,419,521 Basic and diluted net income per share $ 0.31 $ 0.31 $ 0.33 $ 0.33 Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, (Subtopic470-20) 815-40): Equity(“ASU2020-06”), ASU ASU The Company’s 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 accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On February 17, 2021, the Company sold 30,000,000 Units, including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of the over-allotment, at a purchase price of $10.00 per Unit. The over-allotment option covering an additional 1,625,000 units was expired on March 28, 2021. Each Unit consists of one Class A ordinary share, and one-third Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Warrants As of December 31, 2022 and 2021, there were 10,000,000 public warrants and 5,333,333 private placement warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the 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 the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day 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, and the $18.00 per share redemption trigger price (discussed below) 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 (discussed below) will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 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 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 a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; • if, and only if, the closing price of the Company’s 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 the30-tradingday period ending three trading days before the Company sends 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-tradingday The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the ordinary shares in the Business Combination is payable in the form of ordinary shares in the successor entity, and if the holders of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary shares consists exclusively of cash, the amount of such cash per ordinary share, and (ii) in all other cases, the volume weighted average price of the ordinary shares as reported during the ten-trading The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” The accounting treatment of derivative financial instruments requires that the Company record a derivative liability at fair value upon the closing of the IPO. The warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value determined by the Monte Carlo simulation. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. If no events occurred during the period, the warrants will not be reclassified. The fair value of the liabilities is re-measured |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. The fair value of the warrants as of the Initial Public Offering was $1.38 per warrant, for a total initial fair value of $7,375,280. The excess of cash received over the fair value of the Private Placement Warrants was $624,720, and is reflected in additional paid-in capital on the statements of changes in shareholders’ equity (deficit) for the year ended December 31, 2022. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 28, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001. On February 11, 2021, the Company effected a share capitalization resulting in the sponsor holding an additional 718,750 class B ordinary shares for an aggregate of 7,906,250 class B ordinary shares including up to 1,031,250 Founder Shares subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On February 17, 2021, the underwriters partially exercised their over-allotment option, hence, 625,000 Founder Shares were no longer subject to forfeiture. At March 28, 2021, the over-allotment option expired, hence the 406,250 Class B ordinary shares were forfeited. As of December 31, 2022 and 2021, there were 7,500,000 Founder Shares issued and outstanding. The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, lock-up. Due to related party As of December 31, 2022 and 2021, the amount due to related party was $125,625 and $6,000, respectively, which represents the accrual of the administrative service fee described below. Promissory Note-Related Party On December 28, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company was allocated to borrow up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. A portion of the Working Capital Loans, not to exceed $1,500,000, may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. On December 13 , borrowings were made under the Convertible Promissory Note. Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note. Administrative Service Fee The Company has agreed, commencing on the date the securities of the Company are first listed on NYSE, to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. For the year ended December 31, 2022 and for the period from February 12, 2021 (“Listing Date”) to December 31, 2021, the Company incurred $120,000 and $106,000 in expenses in connection with such services. As of December 31, 2022 and 2021, there was $125,625 and $6,000 such expenses outstanding and recorded as due to related party on balance sheets. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 6. FAIR VALUE MEASUREMENTS The following tables presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Prices Significant Significant Assets Investments held in Trust Account - Trading Securities $ 304,086,289 $ 304,086,289 $ — $ — $ 304,086,289 $ 304,086,289 $ — $ — Liabilities Warrant Liability - Public Warrants $ 42,000 $ 42,000 $ — $ — Warrant Liability - Private Warrants 26,660 — 26,660 — $ 68,660 $ 42,000 $ 26,660 $ — December 31, Quoted Prices Significant Significant Liabilities Warrant Liability - Public Warrants $ 5,799,000 $ 5,799,000 $ — $ — Warrant Liability - Private Warrants 3,111,582 — 3,111,582 — $ 8,910,582 $ 5,799,000 $ 3,111,582 $ — Warrant Liability The Company’s public and private warrant liabilities were valued using a Monte Carlo simulation at issuance date utilizing management judgment and pricing inputs from the quoted underlying ordinary shares. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the public and private warrant liabilities was initially classified as level 3. On November 4, 2022, the New York Stock Exchange (the “NYSE”) notified the Company, and publicly announced, that the NYSE determined to commence proceedings to delist the Company’s warrants, each whole warrant exercisable for one Class A ordinary share and listed to trade on NYSE under the symbol “CHAA WS”, from the NYSE and that trading in the Warrants would be suspended immediately, due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. The public warrants began to trade over-the counter (OTC) since then. On March 23, 2023, the Company received approval to transfer the listing of Class A ordinary shares from the NYSE to the NYSE American and on March 28, 2023, the Class A ordinary shares began trading on the NYSE American under the symbol “CHAA”. In connection with the transfer, effective March 28, 2023, any remaining units were mandatorily separated into its component parts and the units are no longer traded on the NYSE. The Company’s public warrants began trading publicly on April 5, 2021. After this date, the public warrant values per share were based on the observed trading prices of the public warrants as of each balance sheet date. The fair value of the public warrant liability is classified as level 1 since April 5, 2021 and as of December 31, 2021 and 2022. As of December 31, 2022 and 2021, the private placement warrant were valued using a Monte Carlo model using the quoted underlying public warrants. Due to the observable inputs in fair value estimation, the Private warrants were reclassified to level 2 as of December 31, 2021 and 2022. The key inputs used in the Monte Carlo simulation for the private warrants as of December 31, 2022 and 2021 were as follows: Input December 31, December 31, February 17, Public Warrant Price 0.004 0.58 N/A Risk-free interest rate 4.74 % 1.32 % 0.76 % Expected term (years) 0.76 5.63 6.03 Expected volatility 5.4 % 10.5 % 24.10 % Stock price $ 10.09 $ 9.77 $ 9.54 Exercise price $ 11.50 $ 11.50 $ 11.50 Likelihood of Completing a Business Combination 50 % 95 % — % The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: Warrant Fair value at December 31, 2020 $ — Initial fair value of public and private warrant liabilities 21,165,634 Change in fair value of public and private warrants (5,935,084 ) Public warrants transferred to level 1 on April 5, 2021 (9,800,000 ) Change in fair value of private warrants (2,318,968 ) Private warrants transferred to level 2 as of December 31, 2021 (3,111,582 ) Fair Value at December 31, 2021 $ — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights 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 and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial 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 Lock-up Underwriters Agreement The underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $10,500,000, held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. The deferred underwriting fee is included as a liability on the balance sheets as of December 31, 2022 and 2021. |
Shareholder's Deficit
Shareholder's Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Deficit | NOTE 8. SHAREHOLDER’S DEFICIT Preference shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were no preference shares issued or outstanding. Class A ordinary shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no Class A ordinary shares issued and outstanding, excluding 30,000,000 Class A ordinary shares subject to possible redemption. Class B ordinary shares The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 per share. At December 31, 2022 and 2021, there were 7,500,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s second amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved i) an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company has to consummate a business combination from February 17, 2023 to the Extended Date (the “Extension Amendment Proposal”), ii) a proposal (the “Trust Amendment Proposal”) to amend the Company’s investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between the Company and Continental Stock Transfer & Trust Company (“CST”), to extend the date by which the Company has to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors (such date, the “Extended Date”). Following such approval by the Company’s shareholders, the Company and CST entered into the Amendment No. 1 to the IMTA on February 14, 2023 (the “IMTA Amendment”). In connection with the vote to approve the Articles Amendment, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643. On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to the Extended Date, the Sponsor has agreed to deposit into the Company’s trust account established in connection with its IPO the lesser of (i) or (ii) $0.0375 f or each un redeemed public share, for per share, subject to the same adjustments applicable to the Private Placement Warrants in connection with the IPO of the Company’s securities. The terms of the Extension Loan Warrants will be identical to those of the Private Placement Warrants. The Extension Loan will not bear any interest, and will be repayable by the Company to the Sponsor, on a date that is the earlier of (a) the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or mor e tranches On March 9, 2023 (the “Subscription Agreement”) 1,200,000 . The the Company will request funds from the Sponsor for working capital purposes (“Drawdown Request”). Upon on at least five (5) calendar days’ prior written notice (“Capital Notice”) , the Sponsor may require a drawdown against the capital commitment in order to meet 25% of the Sponsor’s commitment to the Company under a Drawdown Request (“Capital Call”). In consideration of the Capital Call(s) made hereunder, the Company will issue 300,000 shares of Class A Common Stock to the Investor at the closing of a Business Combination. Any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or the Company shall pay to the Investor, an amount equal to all under the Subscription Agreement (the “ ”). Trust Account Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note. On March 14, 2023, the Company entered an agreement with Chardan Capital Markets, LLC (“Chardan”) with respect to an event of a stock exchange demand for action by the Company (“Interim Listing Project”) at a time other than the initial closing of a business combination involving the Company and a target or targets. The agreement calls for Chardan to receive a fee of $175,000 at the signing of the agreement and a deferred fee of $275,000 at the earlier of (i) the closing of the Transaction from the closing flow-of-funds or (ii) upon the liquidation of the trust account if the Company has not consummated a business combination. Up to the date that the financial statements were issued, the Company has paid $350,000 to Chardan. On March 26, 2023, the Company entered an agreement with Alumia SARL (“Alumnia”) to act as a non-exclusive transactional and strategic capital markets advisor to the Company assisting introductions and with respect to the Company’s potential business combination. The agreement calls for Alumnia to receive simultaneously with the closing of the Business Combination (a) a fee in the amount of $2,500,000 and (b) a fee of 4% multiplied by the dollar amount of the PIPE provided by third party investors identified and introduced by Alumnia, regardless of whether the counterparty in the applicable business combination was a subject target, payable upon the closing. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply on on-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $20,706 and $995,064 in cash and did not have any cash equivalents as of December 31, 2022 and 2021, respectively. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were held in cash, money market funds and U.S. Treasury securities. As of December 31, 2021, the Company classifies its United States Treasury securities with original maturities of more than three months but less than one year to be held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to As of December 31, 2022, the Company classifies its money market funds as trading securities in accordance with ASC 320 Topic. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income from As of December 31, 2022, investments in the Company’s Trust Account consisted of $304,086,289 in money market funds that invest primarily in U.S Treasury securities. As of December 31, 2021, investments in the Company’s Trust Account consisted of $466 in cash and $300,084,137 in U.S. Treasury Securities. All of the U.S. Treasury Securities purchased on February 18, 2021 and July 22, 2021 have matured on July 22, 2021 and November 26, 2021, respectively. The Company repurchased new Treasury Securities on November 26, 2021, which matured on May 26, 2022. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. These investments were classified as held-to-maturity. held-to-maturity Amortized Cost Gross Gross Fair Value as of Held-to-Maturity $ 300,084,137 $ — $ (51,208 ) $ 300,032,929 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value Measurements | Fair Value Measurements FASB ASC Topic 820, “Fair Value Measurement The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets. The fair values of prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments. |
Offering Costs Associated with IPO | Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99 FASB ASC 470-20, Offering costs in the aggregate of $ |
Over-allotment Option Liability | Over-allotment Option Liability The Company accounted for the over-allotment option in accordance with the guidance contained in ASC |
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 FASB 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 the occurrence of uncertain future events. Accordingly, all ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds from initial public offering $ 300,000,000 Less: Proceeds allocated to Public Warrants (13,790,354 ) Less: Class A ordinary shares issuance costs (16,236,137 ) Less: Initial fair value of over-allotment option (325,679 ) Add: Remeasurement of Class A ordinary shares to redemption value 30,352,170 Add: Accretion of interest income to Class A shares subject to possible 84,603 Class A ordinary shares subject to possible redemption as of December 31, 2021 300,084,603 Add: Accretion of interest income to Class A shares subject to possible 4,001,686 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 304,086,289 |
Warrant Liability | Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash The Company accounts for the warrants issued in connection with the IPO and the Private Placement in accordance with the guidance contained in ASC 815-40. re-measurement re-measurement, |
Net Income Per Share | Net Income Per Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 15,333,333 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year s The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. Year ended December 31, 2022 Year ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 9,293,085 $ 2,323,271 $ 8,520,314 $ 2,418,666 Denominator: Weighted-average shares outstanding 30,000,000 7,500,000 26,136,986 7,419,521 Basic and diluted net income per share $ 0.31 $ 0.31 $ 0.33 $ 0.33 |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, (Subtopic470-20) 815-40): Equity(“ASU2020-06”), ASU ASU The Company’s 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 accompanying financial statements. |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Debt Securities held-to-maturity | The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities are as follows as of December 31, 2021: Amortized Cost Gross Gross Fair Value as of Held-to-Maturity $ 300,084,137 $ — $ (51,208 ) $ 300,032,929 |
Summary of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet | At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds from initial public offering $ 300,000,000 Less: Proceeds allocated to Public Warrants (13,790,354 ) Less: Class A ordinary shares issuance costs (16,236,137 ) Less: Initial fair value of over-allotment option (325,679 ) Add: Remeasurement of Class A ordinary shares to redemption value 30,352,170 Add: Accretion of interest income to Class A shares subject to possible 84,603 Class A ordinary shares subject to possible redemption as of December 31, 2021 300,084,603 Add: Accretion of interest income to Class A shares subject to possible 4,001,686 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 304,086,289 |
Schedule of Earnings Per Share, Basic and Diluted | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. Year ended December 31, 2022 Year ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 9,293,085 $ 2,323,271 $ 8,520,314 $ 2,418,666 Denominator: Weighted-average shares outstanding 30,000,000 7,500,000 26,136,986 7,419,521 Basic and diluted net income per share $ 0.31 $ 0.31 $ 0.33 $ 0.33 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary Of Assets And Liabilities Measured At Fair Value | The following tables presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Prices Significant Significant Assets Investments held in Trust Account - Trading Securities $ 304,086,289 $ 304,086,289 $ — $ — $ 304,086,289 $ 304,086,289 $ — $ — Liabilities Warrant Liability - Public Warrants $ 42,000 $ 42,000 $ — $ — Warrant Liability - Private Warrants 26,660 — 26,660 — $ 68,660 $ 42,000 $ 26,660 $ — December 31, Quoted Prices Significant Significant Liabilities Warrant Liability - Public Warrants $ 5,799,000 $ 5,799,000 $ — $ — Warrant Liability - Private Warrants 3,111,582 — 3,111,582 — $ 8,910,582 $ 5,799,000 $ 3,111,582 $ — |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The key inputs used in the Monte Carlo simulation for the private warrants as of December 31, 2022 and 2021 were as follows: Input December 31, December 31, February 17, Public Warrant Price 0.004 0.58 N/A Risk-free interest rate 4.74 % 1.32 % 0.76 % Expected term (years) 0.76 5.63 6.03 Expected volatility 5.4 % 10.5 % 24.10 % Stock price $ 10.09 $ 9.77 $ 9.54 Exercise price $ 11.50 $ 11.50 $ 11.50 Likelihood of Completing a Business Combination 50 % 95 % — % |
Summary of the changes in the fair value of the warrant liability | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: Warrant Fair value at December 31, 2020 $ — Initial fair value of public and private warrant liabilities 21,165,634 Change in fair value of public and private warrants (5,935,084 ) Public warrants transferred to level 1 on April 5, 2021 (9,800,000 ) Change in fair value of private warrants (2,318,968 ) Private warrants transferred to level 2 as of December 31, 2021 (3,111,582 ) Fair Value at December 31, 2021 $ — |
Organization and Business Ope_2
Organization and Business Operation - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Feb. 17, 2024 | Mar. 31, 2023 | Mar. 21, 2023 | Feb. 22, 2023 | Feb. 17, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 14, 2023 | Dec. 28, 2020 | |
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Date of incorporation | Dec. 17, 2020 | |||||||||
Sale of stock issue price per share | $ 10 | |||||||||
Class of warrants or rights exercise price | $ 11.5 | |||||||||
Class of warrants or rights maturity | 5 years | |||||||||
Proceeds from initial public offer | $ 300,000,000 | |||||||||
Proceeds from issuances of warrant | 8,000,000 | $ 0 | $ 8,000,000 | |||||||
Payment to acquire restricted investments | $ 300,000,000 | $ 0 | 900,107,534 | |||||||
Restricted investments value per unit | $ 10 | |||||||||
Term of restricted investments | 185 days | |||||||||
Percentage of public shares redeemable | 100% | |||||||||
Transaction costs of share issue | $ 17,031,183 | |||||||||
Adjustments to additional paid in capital underwriting fees | 6,000,000 | |||||||||
Adjustments to additional paid in capital deferred underwriting fee | 10,500,000 | |||||||||
Adjustments to additional paid in capital other offering costs | 531,183 | |||||||||
Minimum per share amount to be maintained in the trust account | $ 10 | |||||||||
Number of days after the combination period within which the public shares shall be redeemed | 10 days | |||||||||
Expenses payable on liquidation | $ 100,000 | |||||||||
Cash in hand | 20,706 | 995,064 | ||||||||
Net working capital | 670,487 | |||||||||
Transaction costs charged to additionalpaid up capital | 16,236,137 | |||||||||
Transaction costs incurred in connection with IPO | $ 795,046 | 0 | 795,046 | |||||||
Temporary equity, carrying amount, attributable to parent | 304,086,289 | 300,084,603 | ||||||||
Subsequent Event [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Period from the closing of initial public offer within which business combination shall be consummated | 24 months | |||||||||
Payments to Acquire Investments | $ 75,000 | $ 75,000 | ||||||||
Extension Loan [Member] | Subsequent Event [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Commitment by sponsor for deposit in the trust account | $ 75,000 | |||||||||
Deposit in to trust account per share for each month extension | $ 0.0375 | |||||||||
Proceeds from related party debt | $ 150,000 | |||||||||
Sponsor [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Debt instrument face amount | $ 300,000 | |||||||||
Unsecured Convertible Promissory Note [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Notes payable, related parties, current | 0 | |||||||||
Unsecured Convertible Promissory Note [Member] | Sponsor [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Debt instrument face amount | 1,500,000 | |||||||||
Notes payable, related parties, current | $ 0 | |||||||||
Unsecured Convertible Promissory Note [Member] | Sponsor [Member] | Subsequent Event [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Debt instrument face amount | $ 1,500,000 | |||||||||
Notes payable, related parties, current | $ 619,164 | |||||||||
Unsecured Convertible Promissory Note [Member] | Sponsor [Member] | Extension Loan [Member] | Subsequent Event [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Debt instrument face amount | $ 900,000 | |||||||||
Minimum [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Fair value of net assets of prospective acquiree as a percentage of net assets in the trust account | 80% | |||||||||
Equity method investment ownership percentage | 50% | |||||||||
Private Placement Warrants [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Class of warrants or rights warrants issued during the period shares | 5,333,333 | |||||||||
Class of warrants or rights issue price per unit | $ 1.5 | |||||||||
After Business Combination [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Class of warrants or rights period after which they are excercisable | 30 days | |||||||||
After Initial Public Offer [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Class of warrants or rights period after which they are excercisable | 12 months | |||||||||
Common Class A [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Class of warrants or rights exercise price | $ 11.5 | |||||||||
Proceeds from initial public offer | $ 300,000,000 | |||||||||
Common Class A [Member] | Subsequent Event [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Temporary Equity, Shares Issued | 27,785,141 | |||||||||
Temporary equity, redemption price per share | $ 10.18 | |||||||||
Temporary equity, carrying amount, attributable to parent | $ 282,903,643 | |||||||||
Common Class A [Member] | IPO [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Stock shares issued during the period shares | 30,000,000 | |||||||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||||||
Maximum threshold deposit in to trust account for each month extension | ||||||||||
Stock shares issued during the period shares | 2,500,000 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Feb. 17, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||||
Cash insured with federal deposit insurance corporation | $ 250,000 | |||
Transaction costs of share issue | $ 17,031,183 | |||
Adjustments to additional paid in capital underwriting fees | 6,000,000 | |||
Adjustments to additional paid in capital deferred underwriting fee | 10,500,000 | |||
Adjustments to additional paid in capital other offering costs | 531,183 | |||
Transaction costs incurred in connection with IPO | 795,046 | $ 0 | $ 795,046 | |
Class of warrants outstanding | 15,333,333 | 15,333,333 | ||
Cash | $ 20,706 | $ 995,064 | ||
Threshold amount of value decline in equity securities to be considered other than temporary impairment | 0 | 0 | ||
Assets held-in-trust, noncurrent | 304,086,289 | $ 300,084,603 | ||
Money Market Funds [Member] | ||||
Accounting Policies [Line Items] | ||||
Assets held-in-trust, noncurrent | 304,086,289 | |||
Asset Held In Trust [Member] | ||||
Accounting Policies [Line Items] | ||||
cash | 466 | |||
Asset Held In Trust [Member] | US Treasury Securities [Member] | ||||
Accounting Policies [Line Items] | ||||
Debt Securities held-to-maturity | $ 300,084,137 | |||
Offering Cost [Member] | ||||
Accounting Policies [Line Items] | ||||
Transaction costs of share issue | 16,236,137 | |||
Adjustments to additional paid in capital underwriting fees | 5,724,193 | |||
Adjustments to additional paid in capital deferred underwriting fee | 10,017,338 | |||
Adjustments to additional paid in capital other offering costs | 494,606 | |||
Over-Allotment Option [Member] | ||||
Accounting Policies [Line Items] | ||||
Remaining over allotment option, Expiration date | Mar. 28, 2021 | |||
Operating Expense [Member] | IPO [Member] | ||||
Accounting Policies [Line Items] | ||||
Transaction costs incurred in connection with IPO | 795,046 | |||
Underwriting fees | 275,807 | |||
Deferred underwriting fees recognized | 482,662 | |||
Other offering costs | $ 36,577 | |||
Warrant [Member] | ||||
Accounting Policies [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share | 15,333,333 |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Ordinary shares [Member] | ||
Basic and diluted net income per share: | ||
Allocation of net income | $ 9,293,085 | $ 8,520,314 |
Weighted-average shares outstanding | 30,000,000 | 26,136,986 |
Weighted-average shares outstanding | 30,000,000 | 26,136,986 |
Basic net income per share | $ 0.31 | $ 0.33 |
Diluted net income per share | $ 0.31 | $ 0.33 |
Class B Ordinary shares [Member] | ||
Basic and diluted net income per share: | ||
Allocation of net income | $ 2,323,271 | $ 2,418,666 |
Weighted-average shares outstanding | 7,500,000 | 7,419,521 |
Weighted-average shares outstanding | 7,500,000 | 7,419,521 |
Basic net income per share | $ 0.31 | $ 0.33 |
Diluted net income per share | $ 0.31 | $ 0.33 |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies - Summary of Debt Securities held-to-maturity (Detail) - US Treasury Securities [Member] - Asset Held in Trust [Member] | Dec. 31, 2022 USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost and Carrying Value | $ 300,084,137 |
Held to Maturity [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost and Carrying Value | 300,084,137 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (51,208) |
Fair Value | $ 300,032,929 |
Summary Of Significant Accoun_7
Summary Of Significant Accounting Policies - Summary of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet (Detail) - USD ($) | 12 Months Ended | ||
Feb. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||
Gross proceeds from initial public offering | $ 300,000,000 | ||
Less: Class A ordinary shares issuance costs | $ 0 | $ (318,570) | |
Add: Remeasurement of Class A ordinary shares to redemption value | (30,352,170) | ||
Add: Accretion of interest income to Class A shares subject to possible redemption | 4,001,686 | 84,603 | |
Class A ordinary shares subject to possible redemption | 304,086,289 | 300,084,603 | |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds from initial public offering | 300,000,000 | ||
Less: Proceeds allocated to Public Warrants | (13,790,354) | ||
Less: Class A ordinary shares issuance costs | (16,236,137) | ||
Less: Initial fair value of over-allotment option | (325,679) | ||
Add: Remeasurement of Class A ordinary shares to redemption value | 30,352,170 | ||
Add: Accretion of interest income to Class A shares subject to possible redemption | $ 4,001,686 | $ 84,603 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Feb. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Sale of stock issue price per share | $ 10 | ||
Class of warrants or rights exercise price | $ 11.5 | ||
Class of warrants or rights maturity | 5 years | ||
Payment to acquire restricted investments | $ 300,000,000 | $ 0 | $ 900,107,534 |
Restricted investments value per unit | $ 10 | ||
Term of restricted investments | 185 days | ||
Percentage of capital raised for business combination to total equity proceeds | 60% | ||
Minimum lock In period for SEC registration from date of business combination | 20 days | ||
Minimum lock In period to become effective after the closing of the initial Business Combination | 60 days | ||
Percentage of consideration received in form of ordinary shares | 70% | ||
Public Warrants [Member] | |||
Warrants and Rights Outstanding | $ 10,000,000 | ||
Private Placement Warrants [Member] | |||
Warrants and Rights Outstanding | $ 5,333,333 | ||
Share price more than or equals to usd 18.00 [Member] | |||
Share Price | $ 18 | ||
Number of consecutive trading days for determining share price | 20 days | ||
Class of warrants, redemption price per unit | $ 0.01 | ||
Class of warrants redemption notice period | 30 days | ||
Number of trading days for determining share price | 30 days | ||
Share price more than or equals to usd 10.00 [Member] | |||
Share Price | $ 10 | ||
Number of consecutive trading days for determining share price | 20 days | ||
Class of warrants, redemption price per unit | $ 0.1 | ||
Number of trading days for determining share price | 30 days | ||
Common Stock [Member] | Share price less than 9.20 [Member] | |||
Class of warrant or right, redemption price adjustment percentage | 115% | ||
Common Stock [Member] | Share price more than or equals to usd 18.00 [Member] | |||
Class of warrant or right, redemption price adjustment percentage | 180% | ||
After Business Combination [Member] | |||
Class of warrants or rights period after which they are excercisable | 30 days | ||
After Initial Public Offer [Member] | |||
Class of warrants or rights period after which they are excercisable | 12 months | ||
Class A Ordinary shares [Member] | |||
Class of warrants or rights exercise price | $ 11.5 | ||
Share Price | 9.2 | ||
Class A Ordinary shares [Member] | Common Stock [Member] | |||
Share Price | $ 9.2 | ||
Number of consecutive trading days for determining share price | 20 days | ||
Fair market value per share | $ 0.361 | ||
Class A Ordinary shares [Member] | IPO [Member] | |||
Stock shares issued during the period shares | 30,000,000 | ||
Class A Ordinary shares [Member] | Over-Allotment Option [Member] | |||
Stock shares issued during the period shares | 2,500,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Feb. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Proceeds from private placement | $ 8,000,000 | $ 0 | $ 8,000,000 |
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights warrants issued during the period shares | 5,333,333 | ||
Class of warrants or rights issue price per unit | $ 1.5 | ||
Fair value of the warrant per share | $ 1.38 | ||
Total initial fair value | $ 7,375,280 | ||
Cash received over the fair value | $ 624,720 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | |||||||||
Mar. 28, 2021 | Feb. 22, 2021 | Feb. 11, 2021 | Dec. 28, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Feb. 14, 2023 | Dec. 13, 2022 | Feb. 17, 2021 | |
Sale of stock issue price per share | $ 10 | ||||||||||
Temporary equity shares outstanding | 30,000,000 | 30,000,000 | 30,000,000 | ||||||||
Repayments of related party debt | $ 0 | $ 131,259 | |||||||||
Due to Related Party | $ 6,000 | 125,625 | 6,000 | ||||||||
Unsecured Convertible Promissory Note [Member] | |||||||||||
Notes payable, related parties, current | 0 | ||||||||||
Administrative Service Fee [Member] | |||||||||||
Due to related parties, current | 6,000 | 125,625 | $ 6,000 | ||||||||
Expenses from transactions with related party | $ 106,000 | 120,000 | |||||||||
Working Capital Loan [Member] | |||||||||||
Debt instrument, convertible amount | $ 1,500,000 | $ 1,500,000 | |||||||||
Debt instrument, convertible, conversion price | $ 1.5 | $ 1.5 | |||||||||
Class B Ordinary shares [Member] | |||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock shares outstanding | 7,500,000 | 7,500,000 | 7,500,000 | ||||||||
Common stock shares issued | 7,500,000 | 7,500,000 | 7,500,000 | ||||||||
Sponsor [Member] | |||||||||||
Debt instrument face amount | $ 300,000 | ||||||||||
Repayments of related party debt | $ 131,259 | ||||||||||
Sponsor [Member] | Unsecured Convertible Promissory Note [Member] | |||||||||||
Debt instrument face amount | $ 1,500,000 | ||||||||||
Notes payable, related parties, current | $ 0 | ||||||||||
Sponsor [Member] | Unsecured Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||
Debt instrument face amount | $ 1,500,000 | ||||||||||
Notes payable, related parties, current | $ 619,164 | ||||||||||
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | |||||||||||
Share transfer, trigger price per share | $ 12 | ||||||||||
Number of consecutive trading days for determining share price | 20 days | ||||||||||
Number of trading days for determining share price | 30 days | ||||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||||||||
Sponsor [Member] | Administrative Service Fee [Member] | |||||||||||
Related party transaction, amounts of transaction | $ 10,000 | ||||||||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||||||||
Common stock not subject to forfeiture | 625,000 | ||||||||||
Sponsor [Member] | Class B Ordinary shares [Member] | |||||||||||
Stock shares issued during the period for services value | $ 718,750 | $ 25,000 | |||||||||
Sale of stock issue price per share | $ 0.003 | ||||||||||
Stock issued during period, shares, issued for services | 7,187,500 | ||||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||||
Common stock shares outstanding | 7,906,250 | 7,500,000 | 7,500,000 | 7,500,000 | |||||||
Common stock shares issued | 7,500,000 | 7,500,000 | 7,500,000 | ||||||||
Sponsor [Member] | Class B Ordinary shares [Member] | Over-Allotment Option [Member] | |||||||||||
Forfeiture of over-allotment option of Class B ordinary shares | 406,250 | ||||||||||
Sponsor [Member] | Founder Shares [Member] | |||||||||||
Temporary equity shares outstanding | 1,031,250 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities | ||
Warrant liability | $ 68,660 | $ 8,910,582 |
Fair Value, Recurring [Member] | ||
Assets | ||
Investments held in Trust Account | 304,086,289 | |
Liabilities | ||
Warrant liability | 68,660 | 8,910,582 |
Fair Value, Recurring [Member] | Assets Held In Trust [Member] | ||
Assets | ||
Investments held in Trust Account | 304,086,289 | |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Investments held in Trust Account | 304,086,289 | |
Liabilities | ||
Warrant liability | 42,000 | 5,799,000 |
Fair Value, Recurring [Member] | Level 1 [Member] | Assets Held In Trust [Member] | ||
Assets | ||
Investments held in Trust Account | 304,086,289 | |
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Assets | ||
Investments held in Trust Account | 0 | |
Liabilities | ||
Warrant liability | 26,660 | 3,111,582 |
Fair Value, Recurring [Member] | Level 2 [Member] | Assets Held In Trust [Member] | ||
Assets | ||
Investments held in Trust Account | 0 | |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Assets | ||
Investments held in Trust Account | 0 | |
Liabilities | ||
Warrant liability | 0 | 0 |
Fair Value, Recurring [Member] | Level 3 [Member] | Assets Held In Trust [Member] | ||
Assets | ||
Investments held in Trust Account | 0 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant liability | 42,000 | 5,799,000 |
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 1 [Member] | ||
Liabilities | ||
Warrant liability | 42,000 | 5,799,000 |
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 3 [Member] | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability | 26,660 | 3,111,582 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Level 2 [Member] | ||
Liabilities | ||
Warrant liability | 26,660 | 3,111,582 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Level 3 [Member] | ||
Liabilities | ||
Warrant liability | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Dec. 31, 2022 yr | Dec. 31, 2021 yr | Feb. 17, 2021 yr |
Public Warrant Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.004 | 0.58 | |
Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0474 | 0.0132 | 0.76 |
Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.76 | 5.63 | 6.03 |
Expected Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.054 | 0.105 | 24.1 |
Stock Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 10.09 | 9.77 | 9.54 |
Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 | 11.5 |
Likelihood of Completing a Business Combination [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 50 | 95 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the changes in the fair value of the warrant liability (Detail) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Warrant Liability [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, Beginning balance | $ 0 |
Initial fair value of public and private warrant liabilities | 21,165,634 |
Change in fair value | (5,935,084) |
Public warrants transferred | (9,800,000) |
Fair value, Ending balance | 0 |
Private Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in fair value | (2,318,968) |
Public warrants transferred | $ (3,111,582) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Deferred Underwriting Fee Percentage | 3.50% | 3.50% |
Deferred Underwriting fees | $ 10,500,000 | $ 10,500,000 |
Shareholder's Deficit - Additio
Shareholder's Deficit - Additional Information (Detail) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Temporary equity shares outstanding | 30,000,000 | 30,000,000 |
Common Class A [Member] | ||
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Temporary equity shares outstanding | 30,000,000 | 30,000,000 |
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||
Temporary equity shares outstanding | 30,000,000 | 30,000,000 |
Common Class B | ||
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 7,500,000 | 7,500,000 |
Common stock shares outstanding | 7,500,000 | 7,500,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Mar. 31, 2023 | Mar. 21, 2023 | Mar. 09, 2023 | Feb. 22, 2023 | Feb. 14, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 28, 2020 |
Subsequent Event [Line Items] | ||||||||
Temporary equity, carrying amount, attributable to parent | $ 304,086,289 | $ 300,084,603 | ||||||
Sponsor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument face amount | $ 300,000 | |||||||
Unsecured Convertible Promissory Note [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Promissory note - related party | 0 | |||||||
Unsecured Convertible Promissory Note [Member] | Sponsor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument face amount | 1,500,000 | |||||||
Promissory note - related party | $ 0 | |||||||
Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Share price | $ 9.2 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments to Acquire Investments | $ 75,000 | $ 75,000 | ||||||
Subsequent Event [Member] | Chardan Capital Markets LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Listing fee | $ 175,000 | |||||||
Deferred fee | 275,000 | |||||||
Aggregate listing fee | 350,000 | |||||||
Subsequent Event [Member] | Alumia SARL [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Advisor fee | $ 2,500,000 | |||||||
Percentage of advisor fee | 4% | |||||||
Subsequent Event [Member] | Subscription Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Monetary value of common stock allocated to investors | $ 1,200,000 | |||||||
Percentage of drawdown request by sponsor | 25% | |||||||
Subsequent Event [Member] | Sponsor [Member] | Subscription Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Monetary value of common stock allocated to investors | $ 900,000 | |||||||
Subsequent Event [Member] | Investor [Member] | Subscription Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Monetary value of common stock allocated to investors | $ 300,000 | |||||||
Common stock, shares subscribed but unissued | 300,000 | |||||||
Business combination payment settlement in shares description | one share of Class A Common Stock for each $10 | |||||||
Subsequent Event [Member] | Unsecured Convertible Promissory Note [Member] | Sponsor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument face amount | $ 1,500,000 | |||||||
Promissory note - related party | $ 619,164 | |||||||
Subsequent Event [Member] | Extension Loan [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Maximum threshold deposit in to trust account for each month extension | $ 75,000 | |||||||
Deposit in to trust account per share for each month extension | $ 0.0375 | |||||||
Proceeds from related party debt | $ 150,000 | |||||||
Subsequent Event [Member] | Extension Loan [Member] | Unsecured Convertible Promissory Note [Member] | Sponsor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument face amount | $ 900,000 | |||||||
Subsequent Event [Member] | Extension Loan Warrants [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price | $ 11.5 | |||||||
Subsequent Event [Member] | Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Temporary Equity, Shares Issued | 27,785,141 | |||||||
Temporary equity, redemption price per share | $ 10.18 | |||||||
Temporary equity, carrying amount, attributable to parent | $ 282,903,643 | |||||||
Subsequent Event [Member] | Common Class A [Member] | Extension Loan Warrants [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock par or stated value per share | $ 0.0001 | |||||||
Class of warrants or rights issue price per unit | $ 1.5 |