Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity Registrant Name | Ross Acquisition Corp II | |
Entity Central Index Key | 0001841610 | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40201 | |
Entity Tax Identification Number | 98-1578557 | |
Entity Address, Address Line One | 1 Pelican Lane | |
Entity Address, City or Town | Palm Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33480 | |
City Area Code | 561 | |
Local Phone Number | 655-2615 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | |
Trading Symbol | ROSS.U | |
Security Exchange Name | NYSE | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | ROSS | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for1shareofClassAordinaryshareatanexercisepriceof$11.50pershare | |
Trading Symbol | ROSS WS | |
Security Exchange Name | NYSE | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 69,828 | $ 1,133,702 |
Prepaid expenses | 21,250 | 17,017 |
Total current assets | 91,078 | 1,150,719 |
Investments held in Trust Account | 347,658,771 | 345,071,635 |
Total Assets | 347,749,849 | 346,222,354 |
Current liabilities: | ||
Accounts payable | 1,825,682 | 1,195,095 |
Accrued expenses | 2,032,281 | 43,568 |
Total current liabilities | 3,857,963 | 1,238,663 |
Derivative warrant liabilities | 1,394,670 | 15,864,330 |
Deferred underwriting commissions | 12,075,000 | 12,075,000 |
Total liabilities | 17,327,633 | 29,177,993 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares at redemption value of approximately $10.02 and $10.00 per share as of June 30, 2022 and December 31, 2021, respectively | 347,558,771 | 345,000,000 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (17,137,418) | (27,956,502) |
Total shareholders' deficit | (17,136,555) | (27,955,639) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 347,749,849 | 346,222,354 |
Class A Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Common shares - $0.0001 par value | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Common shares - $0.0001 par value | $ 863 | $ 863 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Shareholders' Deficit: | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | ||
Ordinary shares subject to possible redemption, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption (in shares) | 34,500,000 | 34,500,000 |
Ordinary shares subject to possible redemption, redemption price (in dollars per share) | $ 10.07 | $ 10 |
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued (in shares) | 0 | 0 |
Ordinary shares, shares outstanding (in shares) | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued (in shares) | 8,625,000 | 8,625,000 |
Ordinary shares, shares outstanding (in shares) | 8,625,000 | 8,625,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Loss from Operations | ||||
General and administrative expenses | $ (26,203) | $ 765,318 | $ 970,734 | $ 3,588,977 |
General and administrative expenses - related party | 30,000 | 30,000 | 70,000 | 90,000 |
Loss from operations | (3,797) | (795,318) | (1,040,734) | (3,678,977) |
Other income (expenses): | ||||
Change in fair value of derivative warrant liabilities | 1,394,660 | 1,220,330 | 10,634,330 | 14,469,660 |
Offering costs associated with derivative warrant liabilities | 0 | 0 | (997,440) | 0 |
Income from interest in operating account | 5 | 46 | 88 | 37 |
Income from investments held in Trust Account | 1,949,467 | 40,872 | 48,769 | 2,587,135 |
Net income | $ 3,340,335 | $ 465,930 | $ 8,645,013 | $ 13,377,855 |
Class A Ordinary Shares [Member] | ||||
Other income (expenses): | ||||
Basic weighted average shares outstanding (in shares) | 34,500,000 | 34,500,000 | 26,923,529 | 34,500,000 |
Basic net income per share (in dollars per share) | $ 0.08 | $ 0.01 | $ 0.25 | $ 0.31 |
Diluted weighted average shares outstanding (in shares) | 34,500,000 | 34,500,000 | 26,923,529 | 34,500,000 |
Diluted net income per share (in dollars per share) | $ 0.08 | $ 0.01 | $ 0.25 | $ 0.31 |
Class B Ordinary Shares [Member] | ||||
Other income (expenses): | ||||
Basic weighted average shares outstanding (in shares) | 8,625,000 | 8,625,000 | 8,289,706 | 8,625,000 |
Basic net income per share (in dollars per share) | $ 0.08 | $ 0.01 | $ 0.25 | $ 0.31 |
Diluted weighted average shares outstanding (in shares) | 8,625,000 | 8,625,000 | 8,583,266 | 8,625,000 |
Diluted net income per share (in dollars per share) | $ 0.08 | $ 0.01 | $ 0.22 | $ 0.31 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares [Member] Class A Ordinary Shares [Member] | Ordinary Shares [Member] Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Jan. 18, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Jan. 18, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | $ 0 | $ 863 | 24,137 | 0 | 25,000 |
Issuance of Class B ordinary shares to Sponsor (in shares) | 0 | 8,625,000 | |||
Accretion of Class A ordinary shares subject to possible redemption amount | (24,137) | (36,136,712) | (36,160,849) | ||
Net income (loss) | $ 0 | $ 0 | 0 | (900,645) | (900,645) |
Ending balance at Mar. 31, 2021 | $ 0 | $ 863 | 0 | (37,037,357) | (37,036,494) |
Ending balance (in shares) at Mar. 31, 2021 | 0 | 8,625,000 | |||
Beginning balance at Jan. 18, 2021 | $ 0 | $ 0 | 0 | 0 | 0 |
Beginning balance (in shares) at Jan. 18, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 8,645,013 | ||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 863 | 0 | (27,491,699) | (27,490,836) |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 8,625,000 | |||
Beginning balance at Mar. 31, 2021 | $ 0 | $ 863 | 0 | (37,037,357) | (37,036,494) |
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 8,625,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 9,079,728 | 9,079,728 |
Ending balance at Jun. 30, 2021 | $ 0 | $ 863 | 0 | (27,957,629) | (27,956,766) |
Ending balance (in shares) at Jun. 30, 2021 | 0 | 8,625,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 465,930 | 465,930 |
Ending balance at Sep. 30, 2021 | $ 0 | $ 863 | 0 | (27,491,699) | (27,490,836) |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 8,625,000 | |||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 863 | 0 | (27,956,502) | (27,955,639) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 8,625,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 8,423,391 | 8,423,391 |
Increase in redemption value of Class A ordinary shares subject to possible redemption | 0 | 0 | 0 | (94,152) | (94,152) |
Ending balance at Mar. 31, 2022 | $ 0 | $ 863 | 0 | (19,627,263) | (19,626,400) |
Ending balance (in shares) at Mar. 31, 2022 | 0 | 8,625,000 | |||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 863 | 0 | (27,956,502) | (27,955,639) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 8,625,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 13,377,855 | ||||
Ending balance at Sep. 30, 2022 | $ 0 | $ 863 | 0 | (17,137,418) | (17,136,555) |
Ending balance (in shares) at Sep. 30, 2022 | 0 | 8,625,000 | |||
Beginning balance at Mar. 31, 2022 | $ 0 | $ 863 | 0 | (19,627,263) | (19,626,400) |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 8,625,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 1,614,129 | 1,614,129 |
Increase in redemption value of Class A ordinary shares subject to possible redemption | 0 | 0 | 0 | (515,152) | (515,152) |
Ending balance at Jun. 30, 2022 | $ 0 | $ 863 | 0 | (18,528,286) | (18,527,423) |
Ending balance (in shares) at Jun. 30, 2022 | 0 | 8,625,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 3,340,335 | 3,340,335 |
Increase in redemption value of Class A ordinary shares subject to possible redemption | 0 | 0 | 0 | (1,949,467) | (1,949,467) |
Ending balance at Sep. 30, 2022 | $ 0 | $ 863 | $ 0 | $ (17,137,418) | $ (17,136,555) |
Ending balance (in shares) at Sep. 30, 2022 | 0 | 8,625,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||||||
Net income | $ (900,645) | $ 3,340,335 | $ 8,423,391 | $ 465,930 | $ 8,645,013 | $ 13,377,855 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||||||
Change in fair value of derivative warrant liabilities | (10,634,330) | (14,469,660) | |||||
Offering costs associated with derivative liabilities | 0 | 0 | 997,440 | 0 | |||
Income from investments held in Trust Account | (1,949,467) | (40,872) | (48,769) | (2,587,135) | |||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 25,000 | 0 | |||||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | (19,516) | (4,233) | |||||
Accounts payable | 371,584 | 630,587 | |||||
Accrued expenses | 424,089 | 1,988,712 | |||||
Net cash used in operating activities | (239,489) | (1,063,874) | |||||
Cash Flows from Investing Activities: | |||||||
Cash deposited in Trust Account | (345,000,000) | 0 | |||||
Net cash used in investing activities | (345,000,000) | 0 | |||||
Cash Flows from Financing Activities: | |||||||
Repayment of promissory note to related party | (89,890) | 0 | |||||
Proceeds received from initial public offering, gross | 345,000,000 | 0 | |||||
Proceeds received from private placement | 8,900,000 | 0 | |||||
Offering costs paid | (6,964,100) | 0 | |||||
Net cash provided by financing activities | 346,846,010 | 0 | |||||
Net change in cash | 1,606,521 | (1,063,874) | |||||
Cash - beginning of the period | $ 0 | $ 1,133,702 | 0 | 1,133,702 | $ 0 | ||
Cash - end of the period | $ 69,828 | $ 1,606,521 | 1,606,521 | 69,828 | $ 1,133,702 | ||
Supplemental disclosure of noncash financing activities: | |||||||
Offering costs included in accounts payable | 554,206 | 0 | |||||
Offering costs included in accrued expenses | 225,094 | 0 | |||||
Offering costs paid by related party under promissory note | 89,890 | 0 | |||||
Deferred underwriting commissions | $ 12,075,000 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations Ross Acquisition Corp II (the “Company”) was incorporated as a Cayman Islands exempted company on January 19, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). As of September 30, 2022, the Company had not commenced any operations. All activity for the period from January 19, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, since the Initial Public Offering, the search for a prospective initial Business Combination. The Company generates no operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Ross Holding Company LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 11, 2021. On March 16, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.9 million, of which approximately $12.1 million was for deferred underwriting commissions (see Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and has been only invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. 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 (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing 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 business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company will be adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the amended and restated memorandum and articles of association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 16, 2023 (the “Combination Period”), or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. 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 The Sponsor has agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic, rising interest rates and increased inflation on the Company’s objecties and has concluded that while it is reasonably possible that the virus, interest rates and/or inflation could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the spe cific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $70,000 in its operating bank account and working capital deficit of approximately $3.8 million. The Company’s liquidity needs through September 30, 2022 and prior were satisfied through a payment of $25,000 from the Sponsor to purchase certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $90,000 from the Sponsor under the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on March 19, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 16, 2023 to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from the issuance of these financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 16, 2023. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these unaudited condensed financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2022, and since inception are not necessarily indicative of the results that may be expected through December 31, 2022, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 no cash equivalents as of September 30, 2022 or December 31, 2021. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheet, except for the warrant liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a Lattice model and the Private Placement Warrants were estimated using Lattice model. The fair value of the Public Warrants as of September 30, 2022 and December 31, 2021 is based on observable listed prices for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features 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 is 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, as of Initial Public Offering (including the consummation of the over-allotment), 34,500,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the consummation of the over-allotment), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 17,433,333 Class A ordinary shares in the calculation of diluted income per share, because in the calculation of diluted income per share, their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income per share for the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 2021. The initial accretion associated with the redeemable Class A ordinary shares was excluded from earnings per share as the redemption value approximated fair value. Changes in redemption value in the subsequent periods is recognized as a deemed dividend to shareholders in the calculation of net income per ordinary share. The table below presents a reconciliation of the numerator used to compute basic and diluted net income per common share: For The Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 2,672,268 $ 668,067 $ 372,744 $ 93,186 Denominator: Basic and diluted weighted average ordinary shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.01 $ 0.01 For The Nine Months Ended September 30, 2022 For The Period From January 19, 2021 (inception) Through September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 10,702,284 $ 2,675,571 $ 6,609,852 $ 2,035,161 Allocation of net income, diluted $ 10,702,284 $ 2,675,571 $ 6,788,426 $ 1,856,587 Denominator: Basic weighted average ordinary shares outstanding 34,500,000 8,625,000 26,923,529 8,289,706 Diluted weighted average ordinary shares outstanding 34,500,000 8,625,000 26,923,529 8,583,266 Basic net income per ordinary share $ 0.31 $ 0.31 $ 0.25 $ 0.25 Diluted net income per ordinary share $ 0.31 $ 0.31 $ 0.25 $ 0.22 Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On March 16, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, including the issuance of 4,500,000 Over-Allotment Units, as a result of the underwriter’s partial exercise of its over-allotment option, Each Unit consists of one share of Class A ordinary share, and one-third |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares On January 22, 2021, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 8,625,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 16, 2021, the underwriter fully exercised its over-allotment option; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,933,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On January 21, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. As of March 16, 2021, the Company borrowed approximately $90,000 under the Note. The Company repaid the Note in full on March 19, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2022 and 2021, September |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans, if any, were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provided that the Company would not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 16, 2021, the underwriter fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 6 - Class A Ordinary Shares Subject to Possible Redemption 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 future events. The Company is authorized to issue 100,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 34,500,000 Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 345,000,000 Less: Fair value of Public Warrants at issuance (17,250,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (18,910,850 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 36,160,850 Class A ordinary shares subject to possible redemption as of December 31, 2021 345,000,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 94,152 Class A ordinary shares subject to possible redemption as of March 31, 2022 345,094,152 Increase in redemption value of Class A ordinary shares subject to possible redemption 515,152 Class A ordinary shares subject to possible redemption as of June 30, 2022 345,609,304 Increase in redemption value of Class A ordinary shares subject to possible redemption 1,949,467 Class A ordinary shares subject to possible redemption as of September 30 2022 $ 347,558,771 |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Shareholders' Deficit [Abstract] | |
Shareholders' Deficit | Note 7 - Shareholders’ Deficit Preference Shares - may be determined from time to time by the Company’s board of directors. As of September 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. As of September . All Class A ordinary shares subject to possible redemption have been classified as temporary equity (see Note 6) Class B Ordinary Shares - The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of September Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination 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 basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants [Abstract] | |
Warrants | Note 8 - Warrants As of September 30, 2022 and December 31, 2021, the Company had 11,500,000 Public Warrants and 5,933,333 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than twenty The warrants have an exercise price of $11.50 per whole share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 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 Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the agreed redemption date and the “fair market value” of the Company’s Class A ordinary shares; • if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the ten If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 9 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S Treasury securities $ 347,658,771 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 474,670 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 1,394,670 $ - December 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S Treasury securities $ 345,071,635 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 10,465,000 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 5,399,330 $ - Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in May 2021. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of May 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers to/from Levels 1, 2, and 3 during the nine months ended September 30 Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a Lattice model and the Private Placement Warrants were estimated using Lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ traded market price will be used as the fair value. The estimated fair value of the Public Warrants, prior to being traded in an active market, and of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Lattice model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary share warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining Any changes in these assumptions can change the valuation significantly For the three and nine months ended September 30, 2022, the Company recognized a gain in the unaudited condensed statements of operations resulting from a decrease in fair value of the derivative warrant liabilities of approximately $1.4 million and $14.5 million, respectively, presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations. For the three months ended September 30, 2021 and the period from January 19, 2021 (inception) through September 30, 2021, the Company recognized a gain in the unaudited condensed statements of operations resulting from a decrease in fair value of the derivative warrant liabilities of approximately $1.2 million and $10.6 million, respectively, presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations. The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 19, 2021 (inception) through September 30, 2021 is summarized as follows: Derivative liabilities at January 19, 2021 (inception) $ - Issuance of derivative liabilities 26,150,000 Change in fair value of derivative liabilities (174,330 ) Derivative liabilities at March 31, 2021 $ 25,975,670 Transfer of Public warrants to Level 1 (17,135,000 ) Transfer of Private Placement warrants to Level 2 (8,840,670 ) Derivative liabilities at June 30, 2021 $ - Derivative liabilities at September 30, 2021 $ - |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these unaudited condensed financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2022, and since inception are not necessarily indicative of the results that may be expected through December 31, 2022, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2022. |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 no cash equivalents as of September 30, 2022 or December 31, 2021. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheet, except for the warrant liabilities (see Note 9). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a Lattice model and the Private Placement Warrants were estimated using Lattice model. The fair value of the Public Warrants as of September 30, 2022 and December 31, 2021 is based on observable listed prices for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features 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 is 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, as of Initial Public Offering (including the consummation of the over-allotment), 34,500,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the consummation of the over-allotment), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income per Ordinary Share | Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 17,433,333 Class A ordinary shares in the calculation of diluted income per share, because in the calculation of diluted income per share, their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income per share for the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 2021. The initial accretion associated with the redeemable Class A ordinary shares was excluded from earnings per share as the redemption value approximated fair value. Changes in redemption value in the subsequent periods is recognized as a deemed dividend to shareholders in the calculation of net income per ordinary share. The table below presents a reconciliation of the numerator used to compute basic and diluted net income per common share: For The Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 2,672,268 $ 668,067 $ 372,744 $ 93,186 Denominator: Basic and diluted weighted average ordinary shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.01 $ 0.01 For The Nine Months Ended September 30, 2022 For The Period From January 19, 2021 (inception) Through September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 10,702,284 $ 2,675,571 $ 6,609,852 $ 2,035,161 Allocation of net income, diluted $ 10,702,284 $ 2,675,571 $ 6,788,426 $ 1,856,587 Denominator: Basic weighted average ordinary shares outstanding 34,500,000 8,625,000 26,923,529 8,289,706 Diluted weighted average ordinary shares outstanding 34,500,000 8,625,000 26,923,529 8,583,266 Basic net income per ordinary share $ 0.31 $ 0.31 $ 0.25 $ 0.25 Diluted net income per ordinary share $ 0.31 $ 0.31 $ 0.25 $ 0.22 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basic and Diluted Net Income per Share of Ordinary Share | The table below presents a reconciliation of the numerator used to compute basic and diluted net income per common share: For The Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 2,672,268 $ 668,067 $ 372,744 $ 93,186 Denominator: Basic and diluted weighted average ordinary shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.01 $ 0.01 For The Nine Months Ended September 30, 2022 For The Period From January 19, 2021 (inception) Through September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 10,702,284 $ 2,675,571 $ 6,609,852 $ 2,035,161 Allocation of net income, diluted $ 10,702,284 $ 2,675,571 $ 6,788,426 $ 1,856,587 Denominator: Basic weighted average ordinary shares outstanding 34,500,000 8,625,000 26,923,529 8,289,706 Diluted weighted average ordinary shares outstanding 34,500,000 8,625,000 26,923,529 8,583,266 Basic net income per ordinary share $ 0.31 $ 0.31 $ 0.25 $ 0.25 Diluted net income per ordinary share $ 0.31 $ 0.31 $ 0.25 $ 0.22 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 345,000,000 Less: Fair value of Public Warrants at issuance (17,250,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (18,910,850 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 36,160,850 Class A ordinary shares subject to possible redemption as of December 31, 2021 345,000,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 94,152 Class A ordinary shares subject to possible redemption as of March 31, 2022 345,094,152 Increase in redemption value of Class A ordinary shares subject to possible redemption 515,152 Class A ordinary shares subject to possible redemption as of June 30, 2022 345,609,304 Increase in redemption value of Class A ordinary shares subject to possible redemption 1,949,467 Class A ordinary shares subject to possible redemption as of September 30 2022 $ 347,558,771 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S Treasury securities $ 347,658,771 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 474,670 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 1,394,670 $ - December 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S Treasury securities $ 345,071,635 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 10,465,000 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 5,399,330 $ - |
Change in Fair Value of the Derivative Warrant Liabilities Measured using Level 3 Inputs | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 19, 2021 (inception) through September 30, 2021 is summarized as follows: Derivative liabilities at January 19, 2021 (inception) $ - Issuance of derivative liabilities 26,150,000 Change in fair value of derivative liabilities (174,330 ) Derivative liabilities at March 31, 2021 $ 25,975,670 Transfer of Public warrants to Level 1 (17,135,000 ) Transfer of Private Placement warrants to Level 2 (8,840,670 ) Derivative liabilities at June 30, 2021 $ - Derivative liabilities at September 30, 2021 $ - |
Description of Organization a_2
Description of Organization and Business Operations, Summary (Details) | 8 Months Ended | 9 Months Ended | 11 Months Ended | |
Mar. 16, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Business $ / shares | Dec. 31, 2021 USD ($) | |
Description of Organization and Business Operations [Abstract] | ||||
Gross proceeds from initial public offering | $ 345,000,000 | $ 345,000,000 | $ 0 | |
Deferred underwriting commissions | 12,100,000 | 12,075,000 | $ 12,075,000 | |
Gross proceeds from private placement | 8,900,000 | 0 | ||
Cash deposited in Trust Account | 345,000,000 | $ 345,000,000 | $ 0 | |
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | |||
Net tangible assets threshold for redeeming Public Shares | $ 5,000,001 | |||
Percentage of Public Shares that can be redeemed without prior consent | 15% | |||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | |||
Period to complete Business Combination from closing of Initial Public Offering | 24 months | |||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | |||
Minimum [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Number of operating businesses included in initial Business Combination | Business | 1 | |||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80% | |||
Post-transaction ownership percentage of the target business | 50% | |||
Maximum [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | |||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 34,500,000 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Gross proceeds from initial public offering | $ 345,000,000 | $ 345,000,000 | ||
Offering costs | 19,900,000 | |||
Deferred underwriting commissions | $ 12,100,000 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 4,500,000 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Private Placement [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Gross proceeds from private placement | $ 8,900,000 | |||
Private Placement [Member] | Private Placement Warrants [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Share price (in dollars per share) | $ / shares | $ 1.5 | |||
Warrants issued (in shares) | shares | 5,933,333 | |||
Gross proceeds from private placement | $ 8,900,000 |
Description of Organization a_3
Description of Organization and Business Operations, Liquidity and Capital Resources (Details) - USD ($) | 9 Months Ended | ||
Mar. 16, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Liquidity and Capital Resources [Abstract] | |||
Cash | $ 69,828 | $ 1,133,702 | |
Working capital deficit | (3,800,000) | ||
Sponsor [Member] | |||
Liquidity and Capital Resources [Abstract] | |||
Contribution from sale of founder shares | 25,000 | ||
Sponsor [Member] | Promissory Note [Member] | |||
Liquidity and Capital Resources [Abstract] | |||
Loan proceeds | $ 90,000 | 90,000 | |
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | |||
Liquidity and Capital Resources [Abstract] | |||
Borrowings outstanding | $ 0 | $ 0 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common Class A [Member] | ||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Ordinary shares subject to possible redemption (in shares) | 34,500,000 | 34,500,000 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies, Net Income per Ordinary Share (Details) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) Class $ / shares shares | |
Net Income Per Ordinary Share [Abstract] | ||||
Number of share classes reported | Class | 2 | |||
Warrant [Member] | ||||
Net Income Per Ordinary Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 17,433,333 | |||
Class A Ordinary Shares [Member] | ||||
Numerator [Abstract] | ||||
Allocation of net income, basic | $ | $ 2,672,268 | $ 372,744 | $ 6,609,852 | $ 10,702,284 |
Allocation of net income, diluted | $ | $ 2,672,268 | $ 372,744 | $ 6,788,426 | $ 10,702,284 |
Denominator [Abstract] | ||||
Basic weighted average ordinary shares outstanding (in shares) | 34,500,000 | 34,500,000 | 26,923,529 | 34,500,000 |
Diluted weighted average ordinary shares outstanding (in shares) | 34,500,000 | 34,500,000 | 26,923,529 | 34,500,000 |
Basic net income per ordinary share (in dollars per share) | $ / shares | $ 0.08 | $ 0.01 | $ 0.25 | $ 0.31 |
Diluted net income per ordinary share (in dollars per share) | $ / shares | $ 0.08 | $ 0.01 | $ 0.25 | $ 0.31 |
Class B Ordinary Shares [Member] | ||||
Numerator [Abstract] | ||||
Allocation of net income, basic | $ | $ 668,067 | $ 93,186 | $ 2,035,161 | $ 2,675,571 |
Allocation of net income, diluted | $ | $ 668,067 | $ 93,186 | $ 1,856,587 | $ 2,675,571 |
Denominator [Abstract] | ||||
Basic weighted average ordinary shares outstanding (in shares) | 8,625,000 | 8,625,000 | 8,289,706 | 8,625,000 |
Diluted weighted average ordinary shares outstanding (in shares) | 8,625,000 | 8,625,000 | 8,583,266 | 8,625,000 |
Basic net income per ordinary share (in dollars per share) | $ / shares | $ 0.08 | $ 0.01 | $ 0.25 | $ 0.31 |
Diluted net income per ordinary share (in dollars per share) | $ / shares | $ 0.08 | $ 0.01 | $ 0.22 | $ 0.31 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 8 Months Ended | 9 Months Ended | 11 Months Ended | |
Mar. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering [Abstract] | ||||
Gross proceeds from initial public offering | $ 345,000,000 | $ 345,000,000 | $ 0 | |
Deferred underwriting commissions | $ 12,100,000 | $ 12,075,000 | $ 12,075,000 | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |||
Initial Public Offering [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 34,500,000 | |||
Share price (in dollars per share) | $ 10 | |||
Gross proceeds from initial public offering | $ 345,000,000 | $ 345,000,000 | ||
Offering costs | 19,900,000 | |||
Deferred underwriting commissions | $ 12,100,000 | |||
Initial Public Offering [Member] | Public Warrants [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of securities included in each Unit (in shares) | 0.333 | |||
Exercise price of warrant (in dollars per share) | $ 11.5 | |||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of securities included in each Unit (in shares) | 1 | |||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 4,500,000 | |||
Share price (in dollars per share) | $ 10 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) - USD ($) | 9 Months Ended | |||
Jan. 22, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 16, 2021 | |
Class A Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Threshold trading days | 20 days | |||
Threshold consecutive trading days | 30 days | |||
Class A Ordinary Shares [Member] | Minimum [Member] | ||||
Founder Shares [Abstract] | ||||
Share price (in dollars per share) | $ 12 | |||
Period after initial Business Combination | 150 days | |||
Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Sponsor [Member] | ||||
Founder Shares [Abstract] | ||||
Proceeds from issuance of common stock | $ 25,000 | |||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Proceeds from issuance of common stock | $ 25,000 | |||
Issuance of Class B ordinary shares to Sponsor (in shares) | 8,625,000 | |||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20% | |||
Ordinary shares no longer subject to forfeiture (in shares) | 1,125,000 | |||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | |||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | ||||
Founder Shares [Abstract] | ||||
Shares subject to forfeiture (in shares) | 1,125,000 |
Related Party Transactions, Pri
Related Party Transactions, Private Placement Warrants (Details) - USD ($) | 8 Months Ended | 9 Months Ended | |
Mar. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Private Placement [Abstract] | |||
Gross proceeds from issuance of warrants | $ 8,900,000 | $ 0 | |
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Private Placement [Member] | |||
Private Placement [Abstract] | |||
Gross proceeds from issuance of warrants | $ 8,900,000 | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 5,933,333 | ||
Share price (in dollars per share) | $ 1.5 | ||
Gross proceeds from issuance of warrants | $ 8,900,000 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Holding period for transfer, assignment or sale of warrants | 30 days | ||
Private Placement [Member] | Class A Ordinary Shares [Member] | |||
Private Placement [Abstract] | |||
Number of shares issued upon exercise of warrant (in shares) | 1 |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans (Details) - USD ($) | 9 Months Ended | |||
Mar. 16, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Jan. 21, 2021 | |
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Loans [Abstract] | ||||
Aggregate maximum loan amount | $ 300,000 | |||
Proceeds from related party transaction amount | $ 90,000 | $ 90,000 | ||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | ||||
Related Party Loans [Abstract] | ||||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | |||
Conversion price (in dollars per share) | $ 1.5 | |||
Borrowings outstanding | $ 0 | $ 0 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Support Agreement (Details) - Administrative Support Agreement [Member] - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Administrative Support Agreement [Abstract] | |||||
Incurred expenses | $ 30,000 | $ 30,000 | $ 70,000 | $ 90,000 | |
Accrued expenses | $ 150,000 | 150,000 | $ 60,000 | ||
Sponsor [Member] | |||||
Administrative Support Agreement [Abstract] | |||||
Monthly expenses | $ 10,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 16, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Underwriting Agreement [Abstract] | |||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||
Additional Units that can be purchased to cover over-allotments (in shares) | 4,500,000 | ||
Underwriting discount (in dollars per share) | $ 0.2 | ||
Underwriting discount | $ 6,900,000 | ||
Deferred underwriting commissions per Unit (in dollars per share) | $ 0.35 | ||
Deferred underwriting commissions | $ 12,100,000 | $ 12,075,000 | $ 12,075,000 |
Over-Allotment Option [Member] | |||
Underwriting Agreement [Abstract] | |||
Units issued (in shares) | 4,500,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | |||
Mar. 16, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Common Stock Subject To Possible Redemption [Abstract] | |||||||
Gross proceeds | $ 345,000,000 | $ 345,000,000 | $ 0 | ||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | $ (6,964,100) | 0 | |||||
Class A ordinary shares subject to possible redemption | $ 345,000,000 | 345,000,000 | |||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ 1,949,467 | $ 515,152 | 94,152 | ||||
Class A ordinary shares subject to possible redemption | $ 347,558,771 | $ 347,558,771 | $ 345,000,000 | ||||
Class A Ordinary Shares [Member] | |||||||
Common Stock Subject To Possible Redemption [Abstract] | |||||||
Ordinary shares, shares authorized (in shares) | shares | 100,000,000 | 100,000,000 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Voting rights per share | Vote | 1 | ||||||
Ordinary shares, outstanding, subject to possible redemption (in shares) | shares | 34,500,000 | 34,500,000 | 34,500,000 | ||||
Initial Public Offering [Member] | |||||||
Common Stock Subject To Possible Redemption [Abstract] | |||||||
Gross proceeds | $ 345,000,000 | $ 345,000,000 | |||||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||||||
Common Stock Subject To Possible Redemption [Abstract] | |||||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (18,910,850) | ||||||
Accretion on Class A ordinary shares subject to possible redemption amount | 36,160,850 | ||||||
Class A ordinary shares subject to possible redemption | $ 345,609,304 | 345,094,152 | 345,000,000 | $ 345,000,000 | |||
Class A ordinary shares subject to possible redemption | $ 347,558,771 | $ 345,609,304 | $ 345,094,152 | $ 347,558,771 | 345,000,000 | ||
Initial Public Offering [Member] | Public Warrants [Member] | |||||||
Common Stock Subject To Possible Redemption [Abstract] | |||||||
Fair value of Public Warrants at issuance | $ (17,250,000) |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) | 9 Months Ended | ||
Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Jan. 22, 2021 $ / shares | |
Shareholders' Deficit [Abstract] | |||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preference shares, shares issued (in shares) | 0 | 0 | |
Preference shares, shares outstanding (in shares) | 0 | 0 | |
As-converted percentage for Class A ordinary shares after conversion of Class B shares | 20% | ||
Stock conversion basis of Class B to Class A ordinary shares at time of initial Business Combination | 1 | ||
Class A Ordinary Shares [Member] | |||
Shareholders' Deficit [Abstract] | |||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Ordinary shares, outstanding, subject to possible redemption, issued (in shares) | 34,500,000 | 34,500,000 | |
Ordinary shares subject to possible redemption (in shares) | 34,500,000 | 34,500,000 | |
Ordinary shares, shares issued (in shares) | 0 | 0 | |
Ordinary shares, shares outstanding (in shares) | 0 | 0 | |
Class B Ordinary Shares [Member] | |||
Shareholders' Deficit [Abstract] | |||
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued (in shares) | 8,625,000 | 8,625,000 | |
Ordinary shares, shares outstanding (in shares) | 8,625,000 | 8,625,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants [Abstract] | ||
Period to exercise warrants after Business Combination | 30 days | |
Period to exercise warrants after closing of Initial Public Offering | 12 months | |
Period to file registration statement after initial Business Combination | 20 days | |
Period for registration statement to become effective | 60 days | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Expiration period of warrants | 5 years | |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | |
Public Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 11,500,000 | 11,500,000 |
Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 5,933,333 | 5,933,333 |
Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 12 | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 180% | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||
Warrants [Abstract] | ||
Warrant redemption price (in dollars per share) | $ 0.1 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days | |
Trading Day Period to Calculate Volume Weighted Average Trading Price Following Notice of Redemption | 10 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 115% | |
Warrant redemption price (in dollars per share) | $ 18 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60% | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.2 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Transfers to/from Fair Value Hierarchy Levels [Abstract] | |||||
Transfers into Level 3 | $ 0 | $ 0 | |||
Transfers out of Level 3 | 0 | 0 | |||
Change in fair value of derivative warrant liabilities | $ 1,394,660 | $ 1,220,330 | $ 10,634,330 | $ 14,469,660 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Dividend Rate [Member] | |||||
Transfers to/from Fair Value Hierarchy Levels [Abstract] | |||||
Fair value measurement, warrants | 0 | 0 | |||
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |||||
Assets [Abstract] | |||||
Investments held in Trust Account - U.S Treasury securities | $ 347,658,771 | $ 347,658,771 | $ 345,071,635 | ||
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative warrant liabilities | 474,670 | 474,670 | 10,465,000 | ||
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative warrant liabilities | 0 | 0 | 0 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||||
Assets [Abstract] | |||||
Investments held in Trust Account - U.S Treasury securities | 0 | 0 | 0 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative warrant liabilities | 0 | 0 | 0 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative warrant liabilities | 1,394,670 | 1,394,670 | 5,399,330 | ||
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |||||
Assets [Abstract] | |||||
Investments held in Trust Account - U.S Treasury securities | 0 | 0 | 0 | ||
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative warrant liabilities | 0 | 0 | 0 | ||
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | |||||
Liabilities [Abstract] | |||||
Derivative warrant liabilities | $ 0 | $ 0 | $ 0 |
Fair Value Measurements, Change
Fair Value Measurements, Change in Fair Value of the Derivative Warrant Liabilities Measured using Level 3 Inputs (Details) - Derivative Warrant Liabilities [Member] - USD ($) | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Unobservable Input Reconciliation [Roll Forward] | |||
Beginning balance | $ 0 | $ 25,975,670 | |
Issuance of derivative liabilities | 26,150,000 | ||
Change in fair value of derivative liabilities | (174,330) | ||
Ending balance | 25,975,670 | 0 | |
Derivative liabilities | $ 25,975,670 | 0 | $ 0 |
Level 1 [Member] | Public Warrants [Member] | |||
Unobservable Input Reconciliation [Roll Forward] | |||
Transfers of warrants out of Level 3 | (17,135,000) | ||
Level 2 [Member] | Private Placement Warrants [Member] | |||
Unobservable Input Reconciliation [Roll Forward] | |||
Transfers of warrants out of Level 3 | $ (8,840,670) |