Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 11, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Swiftmerge Acquisition Corp. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Annual Report on Form 10-K/A, for the year ended December 31, 2022 (this “Annual Report”) to amend and restate certain terms in its Annual Report on Form 10-K for the year ended December 31, 2022, originally filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2023 (the “Original Annual Report”).Subsequent to filing of its Original Annual Report, the Company identified an error in its historical financial statement for the year ended December 31, 2022 and the quarter ended March 31, 2023. In November 2022, Swiftmerge Acquisition Corp. (the “Company”) obtained a waiver from the underwriter in the Company’s initial public offering of all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial business combination (the “Deferred Underwriting Commissions”). On August 21, 2023, in connection with the preparation of the Company’s unaudited financial statements for the quarter and six-months ended June 30, 2023, the Company’s management determined that the waived Deferred Underwriting Commission had previously been improperly classified as a liability after the waiver was obtained.Therefore, the Company’s management concluded that the Company’s previously issued (i) audited financial statements included in the Company’s Original Annual Report; and (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 18, 2023; (collectively, the “Affected Periods”), should be restated and should no longer be relied upon. As such, the Company will restate its audited financial statements for the Affected Periods in this Form 10-K/A as a result of this error. The unaudited condensed financial statements for the period ended March 31, 2023 will also be restated in the Company’s Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, to be filed with the SEC (the “Q1 Form 10-Q/A”).The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).On August 23, 2023 the Company filed a report on Form 8-K disclosing the non-reliance on the financial statements included in the Company’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2022, filed with the SEC on April 21, 2023, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 18, 2023.After re-evaluation, the Company’s management has also concluded that in light of the classification errors described above, a material weakness existed in the Company’s internal control over financial reporting during and since the Affected Periods related to the erroneous classification of a liability after the Fee Waiver was obtained, and that the Company’s disclosure controls and procedures were not effective as of December 31, 2022 and March 31, 2023. To address this material weakness, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of the Company’s internal control over financial reporting. While the Company has processes to identify and appropriately apply applicable accounting requirements, the Company’s management plans to enhance these processes to better evaluate its research and understanding of the nuances of the accounting standards that apply to liabilities for third party contracts. The Company plans to provide enhanced access to accounting literature, research materials and documents to its accounting personnel and third-party professionals with whom it consults regarding accounting matters, and to increase communication regarding accounting matters.We are filing this Amendment No. 1 to amend and restate the Original Annual Report with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements:Part I, Item 1A. Risk FactorsPart II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of OperationsPart II, Item 8. Financial Statements and Supplementary DataPart II, Item 9A Controls and ProceduresIn addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2).Except as described above, no other information included in the Original Annual Report that is being amended or updated by this Amendment No. 1 and, other than as described herein does not purport to reflect any information or events subsequent to the Original Annual Report. This Amendment No. 1 continues to describe the conditions as of the date of the Original Annual Report and, except as expressly contained herein, we have not updated, modified or | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | Swiftmerge Acquisition Corp. | ||
Entity Central Index Key | 0001845123 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-41164 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Interactive Data Current | Yes | ||
Entity Address, Address Line One | 4318 Forman Avenue | ||
Entity Address, City or Town | Toluca Lake | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91602 | ||
Entity Tax Identification Number | 98-1582153 | ||
City Area Code | 424 | ||
Local Phone Number | 431-0030 | ||
Entity Public Float | $ 220,950,000 | ||
Auditor Firm ID | 688 | ||
Auditor Location | Boston, MA | ||
Auditor Name | Marcum LLP | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | IVCP | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 5,621,910 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,250,000 | ||
Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-halfof one redeemable warrant | ||
Trading Symbol | IVCPU | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ||
Trading Symbol | IVCPW | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash | $ 461,914 | $ 875,831 | |
Prepaid expenses | 514,200 | 561,405 | |
Total Current assets | 976,114 | 1,437,236 | |
Prepaid insurance - noncurrent | 0 | 513,628 | |
Investments held in Trust Account | 229,792,494 | 202,000,481 | |
TOTAL ASSETS | 230,768,608 | 203,951,345 | |
Current liabilities: | |||
Accounts payable | 51,453 | 33,057 | |
Accrued offering costs | $ 311,430 | $ 320,185 | |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |
Due to Sponsor | $ 2,284 | $ 2,284 | |
Accrued expenses | 504,181 | 75,359 | |
Accrued expenses - related party | 43,516 | 4,516 | |
Total Current liabilities | 912,864 | 435,401 | |
Deferred underwriting fee payable | [1] | 0 | 7,000,000 |
Total liabilities | [1] | 912,864 | 7,435,401 |
Commitments and Contingencies (Note 7) | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 22,500,000 and 20,000,000 shares issued and outstanding at redemption value of $10.21 and $10.10, respectively. | 229,692,494 | 202,000,000 | |
Shareholders' Equity | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 | |
Additional paid-in capital | 0 | 0 | |
Retained earnings (Accumulated deficit) | [1] | 162,688 | (5,484,631) |
Total Shareholders' Equity (Deficit) | 163,250 | (5,484,056) | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 230,768,608 | 203,951,345 | |
Common Class A [Member] | |||
Current liabilities: | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 22,500,000 and 20,000,000 shares issued and outstanding at redemption value of $10.21 and $10.10, respectively. | 229,692,494 | 202,000,000 | |
Shareholders' Equity | |||
Common Stock, Value | 0 | 0 | |
Common Class B [Member] | |||
Shareholders' Equity | |||
Common Stock, Value | $ 562 | $ 575 | |
[1]Periods presented have been adjusted to reflect the derecognition of deferred underwriting fees payable. Additional information regarding the derecognition may be found in Note 1 - Description of Organization and Business Operations and Liquidity and Going Concern, included elsewhere in the notes to the financial statements. |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary Equity, Shares Outstanding | 22,500,000 | 20,000,000 |
Temporary Equity, Redemption Price Per Share | $ 10.21 | $ 10.1 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Issued | 22,500,000 | 20,000,000 |
Common Class A [Member] | ||
Temporary Equity, Shares Outstanding | 22,500,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 |
Temporary Equity, Shares Issued | 22,500,000 | 20,000,000 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 5,625,000 | 5,750,000 |
Common Stock, Shares, Outstanding | 5,625,000 | 5,750,000 |
Statements of Operations
Statements of Operations - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | ||
Formation and operating costs | $ 139,479 | $ 1,452,694 | |
Loss from operations | (139,479) | (1,452,694) | |
Loss on sale of Private Placement Warrants | (343,999) | (30,000) | |
Gain on investments held in Trust Account | 311 | 2,542,494 | |
Realized gain on investments held in Trust Account | 170 | 0 | |
Gain on waiver of deferred underwriting fee payable | [1] | 0 | 442,750 |
Net income (loss) | [1] | (482,997) | 1,502,550 |
Common Class A [Member] | |||
Net income (loss) | $ (70,419) | $ 1,202,040 | |
Basic weighted average shares outstanding | 845,921 | 22,376,712 | |
Diluted weighted average shares outstanding | 845,921 | 22,376,712 | |
Basic income (loss) per share as restated | [1] | $ (0.08) | $ 0.05 |
Diluted income (loss) per share as restated | [1] | $ (0.08) | $ 0.05 |
Common Class B [Member] | |||
Net income (loss) | $ (412,578) | $ 300,510 | |
Basic weighted average shares outstanding | 4,956,193 | 5,594,178 | |
Diluted weighted average shares outstanding | 4,956,193 | 5,594,178 | |
Basic income (loss) per share as restated | [1] | $ (0.08) | $ 0.05 |
Diluted income (loss) per share as restated | [1] | $ (0.08) | $ 0.05 |
[1]Periods presented have been adjusted to reflect the derecognition of deferred underwriting fees payable. Additional information regarding the derecognition may be found in Note 1 - Description of Organization and Business Operations and Liquidity and Going Concern, included elsewhere in the notes to the financial statements. |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | |||
Beginning Balance at Feb. 02, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Beginning Balance, Shares at Feb. 02, 2021 | 0 | 0 | ||||||||
Issuance of Class B ordinary shares to Sponsor | [1] | 25,000 | $ 575 | 24,425 | ||||||
Issuance of Class B ordinary shares to Sponsor, Shares | [1] | 5,750,000 | ||||||||
Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs | 9,975,271 | 9,975,271 | ||||||||
Issuance of Private Placement Warrants | 8,343,151 | 8,343,151 | ||||||||
Forfeiture of Class B Shares by Sponsor for reissuance to Anchor Investors | $ (225) | 225 | ||||||||
Forfeiture of Class B Shares by Sponsor for reissuance to Anchor Investors, Shares | (2,250,000) | |||||||||
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price | 13,613,657 | $ 225 | 13,613,432 | |||||||
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price, Shares | 2,250,000 | |||||||||
Accretion of Class A ordinary shares subject to redemption value | (36,958,138) | $ (36,958,138) | (31,956,504) | (5,001,634) | ||||||
Net income (loss) | (482,997) | [1] | (70,419) | $ (412,578) | (482,997) | |||||
Ending Balance at Dec. 31, 2021 | (5,484,056) | $ 0 | $ 575 | 0 | (5,484,631) | |||||
Ending Balance, Shares at Dec. 31, 2021 | 0 | 5,750,000 | ||||||||
Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs | 1,181,250 | 1,181,250 | ||||||||
Issuance of Private Placement Warrants | 780,000 | 780,000 | ||||||||
Forfeiture of Class B Shares by Sponsor for reissuance to Anchor Investors | $ (13) | 13 | ||||||||
Forfeiture of Class B Shares by Sponsor for reissuance to Anchor Investors, Shares | (125,000) | |||||||||
Accretion of Class A ordinary shares subject to redemption value | (2,442,494) | (2,442,494) | (912,664) | (1,529,830) | ||||||
Initial accretion of Class A ordinary shares from issuance of over-allotment warrants | (2,806,250) | (1,048,586) | (1,757,664) | |||||||
Forgiveness of deferred underwriting fee payable | [1] | 7,432,250 | 7,432,250 | |||||||
Net income (loss) | 1,502,550 | [1] | $ 1,202,040 | $ 300,510 | 1,502,550 | [1] | ||||
Ending Balance at Dec. 31, 2022 | $ 163,250 | $ 562 | $ 0 | $ 162,688 | ||||||
Ending Balance, Shares at Dec. 31, 2022 | 5,625,000 | |||||||||
[1]Periods presented have been adjusted to reflect the derecognition of deferred underwriting fees payable. Additional information regarding the derecognition may be found in Note 1 - Description of Organization and Business Operations and Liquidity and Going Concern, included elsewhere in the notes to the financial statements. |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | ||
Cash Flows from Operating Activities: | |||
Net income | [1] | $ (482,997) | $ 1,502,550 |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Loss on sale of Private Placement Warrants | 343,999 | 30,000 | |
Gain on investments held in Trust Account | (311) | (2,542,494) | |
Realized gain on investments held in Trust Account | (170) | 0 | |
Gain on waiver of deferred underwriting fee payable | 0 | (442,750) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | (1,075,033) | 560,833 | |
Accounts payable | 33,057 | 18,394 | |
Due to Sponsor | 2,284 | 0 | |
Accrued expenses | 79,875 | 429,305 | |
Accrued offering costs | 0 | (8,755) | |
Accrued expenses - related party | 0 | 39,000 | |
Net cash used in operating activities | (1,099,296) | (413,917) | |
Cash Flows from Investing Activities: | |||
Cash deposited in Trust Account | (202,000,000) | (25,250,000) | |
Net cash used in investing activities | (202,000,000) | (25,250,000) | |
Cash Flows from Financing Activities: | |||
Proceeds from Initial Public Offering, net of underwriting discount paid | 196,000,000 | 24,500,000 | |
Proceeds from sale of Private Placement Warrants | 8,600,000 | 750,000 | |
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | 0 | |
Proceeds from issuance of Class B ordinary shares to Anchor Investors | 6,750 | 0 | |
Payment of offering costs | (656,623) | 0 | |
Net cash provided by financing activities | 203,975,127 | 25,250,000 | |
Net Change in Cash | 875,831 | (413,917) | |
Cash - Beginning of period | 0 | 875,831 | |
Cash - End of period | 875,831 | 461,914 | |
Non-cash investing and financing activities: | |||
Deferred offering costs included in accrued offering costs | 320,185 | 0 | |
Excess fair value of Founder Shares attributable to Anchor Investors | 13,605,750 | 0 | |
Accretion of Class A ordinary shares subject to redemption value | 36,958,138 | 2,442,494 | |
Initial accretion of Class A ordinary shares from issuance of over-allotment warrants | 0 | 2,806,250 | |
Forgiveness of deferred underwriting fee payable allocated to equity | [1] | 7,000,000 | (6,557,250) |
Forfeiture of Class B ordinary shares by Sponsor | $ 225 | $ 13 | |
[1]Periods presented have been adjusted to reflect the derecognition of deferred underwriting fees payable. Additional information regarding the derecognition may be found in Note 1 - Description of Organization and Business Operations and Liquidity and Going Concern, included elsewhere in the notes to the financial statements. |
Description of Organization, Bu
Description of Organization, Business Operations And Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations And Liquidity | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN Swiftmerge Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 3, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating total gross proceeds of $200,000,000, which is described in Note 4 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Swiftmerge Holdings, LP (the “Sponsor”) and eleven qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) generating gross proceeds of $8,600,000, which is described in Note 5 On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its over-allotment option (the “Over-Allotment Option”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000. Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 750,000 Private Placement Warrants to the Sponsor, generating gross proceeds to the Company of $750,000. Following the closing of the Initial Public Offering (including the closing of the Over-Allotment Option), an aggregate amount of $227,250,000 was placed in the Company’s trust account (the “Trust Account”) established in connection with the Initial Public Offering, invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Transaction costs related to the issuances described above amounted to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000 of deferred underwriting fees, $13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note 6 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance th at the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. T to Distinguishing Liabilities from Equity The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, 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 reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6 Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Company’s Sponsor, directors, advisors, Anchor Investors (as described in Note 6 Company does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering, unless extended, or with respect to any other material provision relating to shareholders’ rights or pre-initial The Company has un months from the closing of the Initial Public Offering, unless extended, to complete a Business Combination (the “Combination Period”). 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 no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $ of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the 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 assets remaining available for distribution will be less than the initial redemption amount of $ 10.10 per share. In November 2022, the Company obtained a waiver letter (the “Waiver Letter”) from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination. On June 15, 2023, the Company reconvened the extraordinary general meeting of the Company which had been adjourned from June 12, 2023 (the “Meeting”). At the Meeting, the shareholders of the Company approved an amendment (the “Trust Amendment”) of that certain investment management trust agreement, dated December 17, 2021 (the “Trust Agreement”), by and between the Company and Continental Share Transfer & Trust Company (“Continental”), to change the date on which Continental must commence liquidation of the Trust Account to the earliest of (i) the Company’s completion of an initial business combination and (ii) March 15, 2024 (the “Extension Date”). At the Meeting, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to provide the Company with the right to extend the date by which the Company must consummate its initial Business Combination (the “Extension”), from June 17, 2023 to March 15, 2024 (the “Extension Amendment Proposal”). In connection with the shareholders’ vote at the Meeting, the holders of 20,253,090 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of $211,918,104. After the satisfaction of such redemptions, the balance in the Trust Account was $22,858,102. Immediately following the approval of the proposals at the Meeting, the Sponsor, as the holder of 3,375,000 Class B ordinary shares, converted all 3,375,000 of such shares into the same number of Class A ordinary shares. As a result of the redemptions described above and the conversion of the Sponsor’s Class B ordinary shares, there are an aggregate of 5,621,910 Class A ordinary shares outstanding. Under Cayman Islands law, the amendments described above took effect immediately upon approval by the shareholders of the Extension Amendment Proposal, Trust Amendment Proposal and the Founder Share Amendment Proposal. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources, and Going Concern As of December 31, 2022, the Company had cash held outside of the Trust Account of $461,914 and a working capital surplus of Prior to the completion of the Initial Public Offering, substantial doubt about the Company’s ability to continue as a going concern existed as the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Furthermore, unless extended, the Company will have until March 15, 2024 to complete a Business Combination. If a Business Combination is not consummated by March 15, 2024 and an extension has not been effected, there will be a mandatory liquidation and subsequent dissolution of the Company. Based on the cash forecast prepared by management as of December 31, 2022, the amounts held in the operating account will not provide the Company with sufficient funds to meet its operational and liquidity obligations up to the expiration date of March 15, 2024. Based on the liquidity condition and the mandatory liquidation, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through a Business Combination or extension as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination or extension will be successful. While management expects to have sufficient access to additional sources of capital if necessary, there is no current confirmed financing commitment, and no assurance can be provided that such additional financing will become available to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 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 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 financial statements On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and inhibit the Company’s ability to complete a Business Combination. |
Restatement Of Previously Issue
Restatement Of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Restatement Of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s condensed financial statements as of and for the period ended June 30, 2023, management identified an error made in the audited financial statements as of and for the year ended December 31, 2022 and unaudited condensed financial statements as of and for the three months ended March 31, 2023. The Company should have derecognized the deferred underwriting fee payable to Bank of America based on the Waiver Letter releasing the Company as the primary obligor under the liability. Upon the derecognition, the Company reduced the liability by recording the corresponding credit to accumulated deficit, and a portion as a gain on the derecognition, in a manner consistent with the original allocation of the deferred underwriting fee payable. The reclassification of amounts from noncurrent liabilities to equity resulted in non-cash In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to previously presented financial statements. The following tables summarize the effect of the restatement on each financial statement line item as of the date December 31, 2022 As Previously Adjustments As Restated Balance Sheet as of December 31, 2022 Deferred underwriting fee payable $ 7,875,000 $ (7,875,000 ) $ — Total liabilities $ 8,787,864 $ (7,875,000 ) $ 912,864 (Accumulated deficit) Retained earnings $ (7,712,312 ) $ 7,875,000 $ 162,688 Total Shareholders’ (Deficit) Equity $ (7,711,750 ) $ 7,875,000 $ 163,250 Statement of Operations for the Year Ended December 31, 2022 Gain on waiver of deferred u nderwritin $ — $ 442,750 $ 442,750 Net income $ 1,059,800 $ 442,750 $ 1,502,550 Basic and diluted weighted average shares outstanding, Class A ordinary shares $ 22,376,712 $ — $ 22,376,712 Basic and diluted net income per share, Class A ordinary shares $ 0.04 $ 0.01 $ 0.05 Basic and diluted weighted average shares outstanding, Class B ordinary shares $ 5,594,178 $ — $ 5,594,178 Basic and diluted net income per share, Class B ordinary shares $ 0.04 $ 0.01 $ 0.05 Statement of Changes in Shareholders’ (Deficit) Equity for the Year Ended December 31, 2022 Forgiveness of deferred underwriting fee payable $ — $ 7,432,250 $ 7,432,250 Net income $ 1,059,800 $ 442,750 $ 1,502,550 Balance at December 31, 2022 $ (7,711,750 ) $ 7,875,000 $ 163,250 Statement of Cash Flows for the Year Ended December 31, 2022 Net income $ 1,059,800 $ 442,750 $ 1,502,550 Gain on waiver of deferred u nderwritin $ — $ (442,750 ) $ (442,750 ) Supplemental disclosure of non-cash Forgiveness of deferred underwriting fee payable allocated to equity $ 875,000 $ (7,432,250 ) $ (6,557,250 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with US 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $461,914 and $875,831 in cash as of December 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of December 31, 2022 and December 31, 2021. Investments Held in Trust Account As of Dec ember 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 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 gains on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Ordinary Shares Subject to Possible Redemption All of the 22,500,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, The d paid-in . As of December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (11,400,000 ) Issuance costs allocated to Class A ordinary shares (23,558,138 ) Plus: Accretion of carrying value to redemption value 36,958,138 Class A ordinary shares subject to possible redemption at December 31, 2021 202,000,000 Less: Proceeds allocated to Public Warrants (1,250,000 ) Issuance costs allocated to Class A ordinary shares (1,556,250 ) Plus: Proceeds from over-allotment warrants 750,000 Proceeds from over-allotment units less cash underwriting discount 24,500,000 Accretion of carrying value to redemption value 2,442,494 Initial accretion of Class A ordinary shares from issuance of over-allotment warrants 2,806,250 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 229,692,494 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering 6 Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands c Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing loss by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,600,000 shares in the calculation of diluted loss per ordinary share, s ince the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive, as basic and diluted shares are effectively the same The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Year Ended as restated For the Period From Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net income (loss) $ 1,202,040 $ 300,510 $ (70,419 ) $ (412,578 ) Denominator: Basic and diluted weighted average shares outstanding 22,376,712 5,594,178 845,921 4,956,193 Basic and diluted net income (loss) per ordinary share $ 0.05 $ 0.05 $ (0.08 ) $ (0.08 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Warrant Classification The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815, Derivatives and Hedging , Recent Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 Units generating gross proceeds of $200,000,000. Each Unit consists of one Class A ordinary share and one-half 8 On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its Over-Allotment Option. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Private Placement [Abstract] | |
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company’s Sponsor and Anchor Investors purchased an aggregate of 8,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant in a private placement that occurred simultaneously with the Initial Public Off ering. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share. The Private Placement Warrants were sold in a private placement consisting of the following amounts: (i) the Sponsor, 5,600,000 warrants (which can increase to 6,500,000 $ 5,600,000 in aggregate (which can increase to $ 6,500,000 if the Over-Allotment Option is exercised in full) and (ii) Anchor Investors, 3,000,000 warrants for $ 3,000,000 in aggregate. An amount $ 6,000,000 of proceeds $ 2,600,000 was deposited into the Company’s operating account. There will be no redemption rights with respect to the Private Placement Warrants if the Company does not complete a Business Combination within the Combination Period. Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 750,000 Private Placement Warrants to the Sponsor, generating gross proceeds to the Company of $750,000, which was added to the Trust Account. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 Founder Shares On February 8, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). In July 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding (see Note 8 as-converted The Sponsor, the directors and the executive officers have agreed not to transfer, assign or sell their Founder Shares until the earliest of (x) with respect to one-half one-fourth 30-trading one-fourth 30-trading 30-trading The Anchor Investors purchased a total of 19,800,000 U The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $13,612,500 or $6.05 per share. The excess of the fair value of the Founder Shares sold over the purchase price of $6,750 (or $0.003 per share) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrants were charged to shareholders’ deficit. Offering costs allocated to the Public Shares were charged to temporary equity upon the completion of the Initial Public Offering. Promissory Note - Related Party On February 5, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Due to Sponsor Due to Sponsor consists of advances from the Sponsor to pay for offering costs and formation costs on behalf of the Company and are payable on demand. As of December 31, 2022 and December 31, 2021, there was $2,284 due to Sponsor. Administrative Services Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, administrative and support services. On April 8, 2022, the Company entered into Amendment no. 1 to the administrative services agreement with the Sponsor, pursuant to which the payment for office space and certain administrative and support services was reduced from up to $10,000 per month to up to $1,000 per month. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. The Company incurred $43,516 in administrative services agreement expenses during the year ended December 31, 2022, which are included in accrued expenses - Related Party Loans In order to finance transaction costs in connection with an intended initial 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. If the Company completes an initial Business Combination, the Company may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that an initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and December 31, 2021, there were no amounts outstanding under Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the working capital loans) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement entered into on the date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day discounts and commissions. On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its Over-Allotment Option. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000. The underwriter was paid a ca sh underwriting discount of $ 0.20 per Unit, or $ 4,500,000 in the aggregate, upon the closing of the Initial Public Offering and including the Units sold pursuant to the Over-Allotment Option. In addition, $ 0.35 per Unit, or $ 7,875,000 in the aggregate would have been payable to the underwriter for deferred underwriting commissions. The deferred fee would have become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completed a Business Combination, subject to the terms of the underwriting agreement. In November 2022, the Company obtained the Waiver Letter from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination. |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' (Deficit) Equity | NOTE 8. SHAREHOLDERS’ (DEFICIT) EQUITY Preference shares Class A ordinary shares — Class B ordinary shares — On February 8, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares. In July 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. On January 18, 2022, in connection with the partial exercise of the underwriter’s Over-Allotment Option, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 125,000 Class B ordinary shares resulting in 5,625,000 Class B ordinary shares outstanding. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to an initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of an initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of (i) the total number of ordinary shares issued and outstanding upon the 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 —Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable days after the consummation of a Business Combination. The Public Warrants will expire from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. Because the warrants are not exercisable until 30 days after the completion of the initial business combination, the Company does not currently intend to update the registration statement of which the prospectus forms a part or file a new registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants until after the initial business combination has been consummated. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: • at any time after the warrants become exercisable; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; • if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants. The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities (as defined below) for capital raising purposes in connection with the closing of an 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 their respective 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 an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20-trading The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and will be non-redeemable. At December 31, 2022 and December 31, 2021, there were 11,250,000 and 10,000,000 Public Warrants outstanding, respectively, and 9,350,000 and 8,600,000 Private Placement Warrants outstanding, respectively. The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 229,792,494 $ 229,792,494 $ — $ — December 31, 2021 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 202,000,481 $ 202,000,481 $ — $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events, aside from the extension of the period to close a transaction, that would have required adjustment or disclosure in the financial statements other than as follows below. On April 19, 2023, the Company received Nasdaq non-compliance 10-K On May 11, 2023, the Company received approval from Nasdaq to transfer its listing of its Class A ordinary shares, units and warrants from The NASDAQ Global Market to The NASDAQ Capital Market. The Company’s Class A ordinary shares, warrants and units will continue to trade under the symbols “IVCP,” “IVCPW,” and “”IVCPU”, respectively, and trading of its Class A ordinary shares, warrants and units will be unaffected by this transfer. This transfer was effective as of the opening of business on May 16, 2023. On August 11, 2023, HDL Therapeutics, Inc. (“HDL Therapeutics”), a privately held commercial stage biotech company with an FDA-approved |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $461,914 and $875,831 in cash as of December 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of December 31, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account As of Dec ember 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 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 gains on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption All of the 22,500,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, The d paid-in . As of December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (11,400,000 ) Issuance costs allocated to Class A ordinary shares (23,558,138 ) Plus: Accretion of carrying value to redemption value 36,958,138 Class A ordinary shares subject to possible redemption at December 31, 2021 202,000,000 Less: Proceeds allocated to Public Warrants (1,250,000 ) Issuance costs allocated to Class A ordinary shares (1,556,250 ) Plus: Proceeds from over-allotment warrants 750,000 Proceeds from over-allotment units less cash underwriting discount 24,500,000 Accretion of carrying value to redemption value 2,442,494 Initial accretion of Class A ordinary shares from issuance of over-allotment warrants 2,806,250 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 229,692,494 |
Offering Costs Associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering 6 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands c |
Net Loss Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing loss by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,600,000 shares in the calculation of diluted loss per ordinary share, s ince the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive, as basic and diluted shares are effectively the same The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Year Ended as restated For the Period From Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net income (loss) $ 1,202,040 $ 300,510 $ (70,419 ) $ (412,578 ) Denominator: Basic and diluted weighted average shares outstanding 22,376,712 5,594,178 845,921 4,956,193 Basic and diluted net income (loss) per ordinary share $ 0.05 $ 0.05 $ (0.08 ) $ (0.08 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Warrant Classification | Warrant Classification The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815, Derivatives and Hedging , |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement Of Previously Iss_2
Restatement Of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Shedule of Restatement on Each Financial Statement Line Item as of The Date and For The Period | The following tables summarize the effect of the restatement on each financial statement line item as of the date December 31, 2022 As Previously Adjustments As Restated Balance Sheet as of December 31, 2022 Deferred underwriting fee payable $ 7,875,000 $ (7,875,000 ) $ — Total liabilities $ 8,787,864 $ (7,875,000 ) $ 912,864 (Accumulated deficit) Retained earnings $ (7,712,312 ) $ 7,875,000 $ 162,688 Total Shareholders’ (Deficit) Equity $ (7,711,750 ) $ 7,875,000 $ 163,250 Statement of Operations for the Year Ended December 31, 2022 Gain on waiver of deferred u nderwritin $ — $ 442,750 $ 442,750 Net income $ 1,059,800 $ 442,750 $ 1,502,550 Basic and diluted weighted average shares outstanding, Class A ordinary shares $ 22,376,712 $ — $ 22,376,712 Basic and diluted net income per share, Class A ordinary shares $ 0.04 $ 0.01 $ 0.05 Basic and diluted weighted average shares outstanding, Class B ordinary shares $ 5,594,178 $ — $ 5,594,178 Basic and diluted net income per share, Class B ordinary shares $ 0.04 $ 0.01 $ 0.05 Statement of Changes in Shareholders’ (Deficit) Equity for the Year Ended December 31, 2022 Forgiveness of deferred underwriting fee payable $ — $ 7,432,250 $ 7,432,250 Net income $ 1,059,800 $ 442,750 $ 1,502,550 Balance at December 31, 2022 $ (7,711,750 ) $ 7,875,000 $ 163,250 Statement of Cash Flows for the Year Ended December 31, 2022 Net income $ 1,059,800 $ 442,750 $ 1,502,550 Gain on waiver of deferred u nderwritin $ — $ (442,750 ) $ (442,750 ) Supplemental disclosure of non-cash Forgiveness of deferred underwriting fee payable allocated to equity $ 875,000 $ (7,432,250 ) $ (6,557,250 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Temporary Equity | As of December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (11,400,000 ) Issuance costs allocated to Class A ordinary shares (23,558,138 ) Plus: Accretion of carrying value to redemption value 36,958,138 Class A ordinary shares subject to possible redemption at December 31, 2021 202,000,000 Less: Proceeds allocated to Public Warrants (1,250,000 ) Issuance costs allocated to Class A ordinary shares (1,556,250 ) Plus: Proceeds from over-allotment warrants 750,000 Proceeds from over-allotment units less cash underwriting discount 24,500,000 Accretion of carrying value to redemption value 2,442,494 Initial accretion of Class A ordinary shares from issuance of over-allotment warrants 2,806,250 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 229,692,494 |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Year Ended as restated For the Period From Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net income (loss) $ 1,202,040 $ 300,510 $ (70,419 ) $ (412,578 ) Denominator: Basic and diluted weighted average shares outstanding 22,376,712 5,594,178 845,921 4,956,193 Basic and diluted net income (loss) per ordinary share $ 0.05 $ 0.05 $ (0.08 ) $ (0.08 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of fair value measurements | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 229,792,494 $ 229,792,494 $ — $ — December 31, 2021 Assets Investments held in Trust Account: U.S. Treasury Securities Money Market Funds $ 202,000,481 $ 202,000,481 $ — $ — |
Description of Organization, _2
Description of Organization, Business Operations And Liquidity - Additional Information (Detail) | 11 Months Ended | 12 Months Ended | |||||
Jun. 15, 2023 USD ($) $ / shares shares | Jan. 18, 2022 USD ($) $ / shares shares | Dec. 17, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Day $ / shares shares | Aug. 16, 2022 | Jul. 31, 2021 shares | |
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Proceeds from Issuance of Warrants | $ 3,000,000 | ||||||
Cash deposited in Trust Account | $ 202,000,000 | $ 25,250,000 | |||||
Cash deposited in Trust Account per Unit | $ / shares | $ 10.1 | ||||||
Term of restricted investments | 185 days | ||||||
Excess fair value of Founder Shares attributable to Anchor Investors | 13,605,750 | $ 0 | |||||
Cash | $ 875,831 | $ 461,914 | |||||
Number of operating businesses included in initial Business Combination | Day | 1 | ||||||
Minimum net worth to consummate business combination | $ 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 With In Initial Combination Period | 100% | ||||||
Period to complete Business Combination from closing of Initial Public Offering | 18 days | ||||||
Expenses payable on dissolution | $ 100,000 | ||||||
Period to Redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | ||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.1 | $ 10.21 | |||||
Working Capital Surplus | $ 63,250 | ||||||
Percentage of excise tax on repurchases of stock | 1% | ||||||
Percentage of amount of excise tax is equal to amount of fair market value of the shares repurchased | 1% | ||||||
Temporary Equity, Shares Outstanding | shares | 20,000,000 | 22,500,000 | |||||
Assets Held-in-trust | $ 202,000,481 | $ 229,792,494 | |||||
Subsequent Event [Member] | |||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Assets Held-in-trust | $ 22,858,102 | ||||||
Common Class A [Member] | |||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Temporary Equity, Shares Outstanding | shares | 20,000,000 | 22,500,000 | |||||
Common Stock, Shares, Outstanding | shares | 0 | 0 | |||||
Common Class A [Member] | Subsequent Event [Member] | |||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.4 | ||||||
Temporary Equity, Shares Outstanding | shares | 20,253,090 | ||||||
Temporary Equity, aggregate redemption amount | $ 211,918,104 | ||||||
Conversion of ordinary shares, Shares Issued | shares | 3,375,000 | ||||||
Common Stock, Shares, Outstanding | shares | 5,621,910 | ||||||
Common Class B [Member] | |||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Common Stock, Shares, Outstanding | shares | 5,625,000 | 5,750,000 | 5,625,000 | 5,750,000 | |||
Common Class B [Member] | Subsequent Event [Member] | |||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Conversion of ordinary shares, Shares converted | shares | 3,375,000 | ||||||
Minimum [Member] | |||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||
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% | ||||||
Private Placement Warrants [Member] | |||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Class of warrants or rights warrants issued during the period | shares | 8,600,000 | ||||||
Class of warrants or rights warrants issued issue price per warrant | $ / shares | $ 1 | ||||||
Proceeds from Issuance of Warrants | $ 8,600,000 | ||||||
IPO [Member] | |||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Units issued during period new issues | shares | 20,000,000 | ||||||
Shares issued price per share | $ / shares | $ 10 | ||||||
Gross proceeds from initial public offering | $ 25,000,000 | $ 200,000,000 | $ 200,000,000 | ||||
Proceeds from Issuance of Warrants | $ 11,400,000 | $ 1,250,000 | |||||
Cash deposited in Trust Account | 227,250,000 | ||||||
Transaction Costs | 26,958,716 | ||||||
Cash Underwriting Fees | 4,500,000 | ||||||
Deferred underwriting fees | 7,875,000 | ||||||
Excess fair value of Founder Shares attributable to Anchor Investors | 13,605,750 | ||||||
Other Offering Costs | 977,966 | ||||||
Sale of additional units | shares | 2,500,000 | ||||||
Sale of stock price per share | $ / shares | $ 10 | ||||||
Private Placement [Member] | |||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Cash deposited in Trust Account | $ 6,000,000 | ||||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||||
Proceeds from Issuance of Warrants | $ 750,000 | ||||||
Class of warrant or right number of securities called by warrants or rights | shares | 750,000 |
Restatement Of Previously Iss_3
Restatement Of Previously Issued Financial Statements - Shedule of Restatement on Each Financial Statement Line Item as of The Date and For The Period (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Feb. 02, 2021 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Deferred underwriting fee payable | [1] | $ 7,000,000 | $ 0 | |
Total liabilities | [1] | 7,435,401 | 912,864 | |
(Accumulated deficit) Retained earnings | [1] | (5,484,631) | 162,688 | |
Total Shareholders' (Deficit) Equity | (5,484,056) | 163,250 | $ 0 | |
Gain on waiver of deferred underwriting fee payable | [1] | 0 | 442,750 | |
Net income | [1] | (482,997) | 1,502,550 | |
Forgiveness of deferred underwriting fee payable | [1] | 7,432,250 | ||
Ending Balance | (5,484,056) | 163,250 | ||
Forgiveness of deferred underwriting fee payable allocated to equity | (6,557,250) | |||
Common Class A [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net income | $ (70,419) | $ 1,202,040 | ||
Basic weighted average shares outstanding | 845,921 | 22,376,712 | ||
Diluted weighted average shares outstanding | 845,921 | 22,376,712 | ||
Basic income (loss) per share as restated | [1] | $ (0.08) | $ 0.05 | |
Diluted income (loss) per share as restated | [1] | $ (0.08) | $ 0.05 | |
Common Class B [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net income | $ (412,578) | $ 300,510 | ||
Basic weighted average shares outstanding | 4,956,193 | 5,594,178 | ||
Diluted weighted average shares outstanding | 4,956,193 | 5,594,178 | ||
Basic income (loss) per share as restated | [1] | $ (0.08) | $ 0.05 | |
Diluted income (loss) per share as restated | [1] | $ (0.08) | $ 0.05 | |
Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Deferred underwriting fee payable | $ 7,875,000 | |||
Total liabilities | 8,787,864 | |||
(Accumulated deficit) Retained earnings | (7,712,312) | |||
Total Shareholders' (Deficit) Equity | (7,711,750) | |||
Gain on waiver of deferred underwriting fee payable | 0 | |||
Net income | 1,059,800 | |||
Forgiveness of deferred underwriting fee payable | 0 | |||
Ending Balance | (7,711,750) | |||
Forgiveness of deferred underwriting fee payable allocated to equity | $ 875,000 | |||
Previously Reported [Member] | Common Class A [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Basic weighted average shares outstanding | 22,376,712 | |||
Diluted weighted average shares outstanding | 22,376,712 | |||
Basic income (loss) per share as restated | $ 0.04 | |||
Diluted income (loss) per share as restated | $ 0.04 | |||
Previously Reported [Member] | Common Class B [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Basic weighted average shares outstanding | 5,594,178 | |||
Diluted weighted average shares outstanding | 5,594,178 | |||
Basic income (loss) per share as restated | $ 0.04 | |||
Diluted income (loss) per share as restated | $ 0.04 | |||
Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Deferred underwriting fee payable | $ (7,875,000) | |||
Total liabilities | (7,875,000) | |||
(Accumulated deficit) Retained earnings | 7,875,000 | |||
Total Shareholders' (Deficit) Equity | 7,875,000 | |||
Gain on waiver of deferred underwriting fee payable | 442,750 | |||
Net income | 442,750 | |||
Forgiveness of deferred underwriting fee payable | 7,432,250 | |||
Ending Balance | 7,875,000 | |||
Forgiveness of deferred underwriting fee payable allocated to equity | $ (7,432,250) | |||
Revision of Prior Period, Adjustment [Member] | Common Class A [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Basic weighted average shares outstanding | 0 | |||
Diluted weighted average shares outstanding | 0 | |||
Basic income (loss) per share as restated | $ 0.01 | |||
Diluted income (loss) per share as restated | $ 0.01 | |||
Revision of Prior Period, Adjustment [Member] | Common Class B [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Basic weighted average shares outstanding | 0 | |||
Diluted weighted average shares outstanding | 0 | |||
Basic income (loss) per share as restated | $ 0.01 | |||
Diluted income (loss) per share as restated | $ 0.01 | |||
[1]Periods presented have been adjusted to reflect the derecognition of deferred underwriting fees payable. Additional information regarding the derecognition may be found in Note 1 - Description of Organization and Business Operations and Liquidity and Going Concern, included elsewhere in the notes to the financial statements. |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies - summary of class A common stock subject to possible redemption (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Jan. 18, 2022 | Dec. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||||
Proceeds allocated to Public Warrants | $ (3,000,000) | |||
Proceeds from over-allotment units less cash underwriting discount | $ 196,000,000 | $ 24,500,000 | ||
Accretion of carrying value to redemption value | 36,958,138 | 2,442,494 | ||
Initial accretion of Class A ordinary shares from issuance of over-allotment warrants | 0 | 2,806,250 | ||
Class A ordinary shares subject to possible redemption | 202,000,000 | 229,692,494 | ||
Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Accretion of carrying value to redemption value | 36,958,138 | 2,442,494 | ||
Initial accretion of Class A ordinary shares from issuance of over-allotment warrants | 2,806,250 | |||
Class A ordinary shares subject to possible redemption | 202,000,000 | 229,692,494 | ||
IPO [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds | $ 25,000,000 | $ 200,000,000 | 200,000,000 | |
Proceeds allocated to Public Warrants | (11,400,000) | (1,250,000) | ||
IPO [Member] | Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Issuance costs allocated to Class A ordinary shares | $ (23,558,138) | (1,556,250) | ||
Over-Allotment Option [Member] | ||||
Temporary Equity [Line Items] | ||||
Proceeds from over-allotment warrants | 750,000 | |||
Proceeds from over-allotment units less cash underwriting discount | $ 24,500,000 |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | ||
Numerator: | |||
Net income (loss) | [1] | $ (482,997) | $ 1,502,550 |
Common Class A [Member] | |||
Numerator: | |||
Net income (loss) | $ (70,419) | $ 1,202,040 | |
Denominator: | |||
Basic weighted average shares outstanding | 845,921 | 22,376,712 | |
Diluted weighted average shares outstanding | 845,921 | 22,376,712 | |
Basic net income (loss) per ordinary share | [1] | $ (0.08) | $ 0.05 |
Diluted net income (loss) per ordinary share | [1] | $ (0.08) | $ 0.05 |
Common Class B [Member] | |||
Numerator: | |||
Net income (loss) | $ (412,578) | $ 300,510 | |
Denominator: | |||
Basic weighted average shares outstanding | 4,956,193 | 5,594,178 | |
Diluted weighted average shares outstanding | 4,956,193 | 5,594,178 | |
Basic net income (loss) per ordinary share | [1] | $ (0.08) | $ 0.05 |
Diluted net income (loss) per ordinary share | [1] | $ (0.08) | $ 0.05 |
[1]Periods presented have been adjusted to reflect the derecognition of deferred underwriting fees payable. Additional information regarding the derecognition may be found in Note 1 - Description of Organization and Business Operations and Liquidity and Going Concern, included elsewhere in the notes to the financial statements. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | |||
Cash | $ 875,831 | $ 461,914 | |
Investments held in the trust account | 202,000,481 | 229,792,494 | |
Excess fair value of Founder Shares attributable to Anchor Investors | 13,605,750 | 0 | |
Unrecognized tax benefits | 0 | 0 | |
Accrued interest and penalties | 0 | $ 0 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,600,000 | ||
Cash insured with federal depository insurance corporation | $ 250,000 | ||
Expenses payable on dissolution | 100,000 | ||
Temporary Equity, Accretion to Redemption Value | 36,958,138 | 2,442,494 | |
Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Temporary Equity, Accretion to Redemption Value | $ 36,958,138 | 2,442,494 | |
Common Stock [Member] | |||
Accounting Policies [Line Items] | |||
Temporary Equity, Accretion to Redemption Value | $ 2,442,494 | ||
IPO [Member] | |||
Accounting Policies [Line Items] | |||
Transaction costs | $ 26,958,716 | ||
Cash underwriting fees | 4,500,000 | ||
Deferred underwriting fee payable | 7,875,000 | ||
Excess fair value of Founder Shares attributable to Anchor Investors | 13,605,750 | ||
Other offering costs | $ 977,966 | ||
IPO [Member] | Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 22,500,000 | ||
Issuance costs allocated to Class A ordinary shares | $ 24,864,388 | ||
Adjustments to additional paid in capital stock issued issuance costs | $ 2,094,328 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 11 Months Ended | ||
Jan. 18, 2022 | Dec. 17, 2021 | Dec. 31, 2021 | |
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants or rights number of shares called by each warrant or right | 1 | ||
Class of warrants or rights exercise price per share | $ 11.5 | ||
IPO [Member] | |||
Class of Stock [Line Items] | |||
Units issued during period new issues | 20,000,000 | ||
Gross proceeds from initial public offering | $ 25,000,000 | $ 200,000,000 | $ 200,000,000 |
Sale of additional units | 2,500,000 | ||
Sale of stock price per share | $ 10 | ||
IPO [Member] | Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Number of warrants included In unit description | one-half of one | ||
IPO [Member] | Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Number of shares included in Unit | 1 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Jan. 18, 2022 | Dec. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||
Proceeds from Issuance of Warrants | $ 3,000,000 | |||
Cash deposited in Trust Account | $ 202,000,000 | $ 25,250,000 | ||
Cash deposited In to operating bank account | $ 2,600,000 | |||
Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights warrants issued during the period | 8,600,000 | |||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | |||
Class of warrants or rights number of shares called by each warrant or right | 1 | |||
Class of warrants or rights exercise price per share | $ 11.5 | |||
Proceeds from Issuance of Warrants | $ 8,600,000 | |||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights warrants issued during the period | 8,600,000 | |||
Private Placement [Member] | ||||
Class of Stock [Line Items] | ||||
Cash deposited in Trust Account | $ 6,000,000 | |||
Private Placement [Member] | Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Proceeds from Issuance of Warrants | $ 750,000 | |||
Class of warrant or right number of securities called by warrants or rights | 750,000 | |||
Sponsor [Member] | Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights warrants issued during the period | 5,600,000 | |||
Sponsor [Member] | Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights warrants issued during the period | 6,500,000 | |||
Proceeds from Issuance of Warrants | $ 5,600,000 | |||
Anchor Investors [Member] | Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights warrants issued during the period | 3,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Apr. 08, 2022 | Jan. 18, 2022 | Dec. 21, 2021 | Dec. 17, 2021 | Sep. 14, 2021 | Feb. 08, 2021 | Feb. 05, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | ||
Related Party Transaction [Line Items] | |||||||||||
Stock shares issued during the period for services shares | shares | [1] | $ 25,000 | |||||||||
Due to Sponsor | 2,284 | $ 2,284 | |||||||||
Working capital loan | $ 0 | $ 0 | |||||||||
Subsequent to Initial Business Combination [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | ||||||||||
Private Placement Warrants [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of warrants or rights warrants issued during the period | 8,600,000 | ||||||||||
Common Class A [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common Stock, Shares, Outstanding | 0 | 0 | |||||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common Stock, Shares, Outstanding | 5,625,000 | 5,750,000 | 5,750,000 | 5,625,000 | |||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face value | $ 300,000 | ||||||||||
Debt Instrument, Maturity Date | Jul. 31, 2021 | ||||||||||
Debt Instrument, Maturity Date, Description | The Promissory Note was non-interest bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering. | ||||||||||
Sponsor [Member] | Amended Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2022 | ||||||||||
Debt Instrument, Maturity Date, Description | due date to the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering. | ||||||||||
Repayments of Related Party Debt | $ 149,172 | ||||||||||
Sponsor [Member] | Administrative Services Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction fees payable per month | $ 10,000 | ||||||||||
Sponsor [Member] | Working Capital Loan [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Working capital loans convertible into equity warrants | $ 1,500,000 | ||||||||||
Debt instrument conversion price per warrant | $ 1 | ||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of warrants or rights warrants issued during the period | 5,600,000 | ||||||||||
Sponsor [Member] | Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock shares issued during the period for services value | 25,000 | ||||||||||
Stock shares issued during the period for services shares | shares | $ 7,187,500 | ||||||||||
Stock surrendered during period shares | 125,000 | 1,437,500 | |||||||||
Common Stock, Shares, Outstanding | 5,625,000 | 5,750,000 | |||||||||
Common Stock, Other Shares, Outstanding | 750,000 | ||||||||||
Percentage of Ownership after Transaction | 20% | ||||||||||
Anchor Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | ||||||||||
Units issued during period new issues | 19,800,000 | ||||||||||
Shares issued Price Per Share | $ 10 | ||||||||||
Anchor Investors [Member] | Private Placement Warrants [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of warrants or rights warrants issued during the period | 3,000,000 | ||||||||||
Anchor Investors [Member] | Common Class A [Member] | Redemption of Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price | $ 12 | ||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||
Anchor Investors [Member] | Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued Price Per Share | $ 0.003 | ||||||||||
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price shares | 2,250,000 | ||||||||||
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price value | $ 13,612,500 | ||||||||||
Common stock fair value per share | $ 6.05 | ||||||||||
Purchase price of founder shares offered | $ 6,750 | ||||||||||
Individual Anchor Investor [Member] | Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price shares | 225,000 | ||||||||||
Sponsor Directors and Executive Officers [Member] | Common Class A [Member] | Redemption of Founder Shares Tranche Two [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price | $ 12 | ||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||
Sponsor Directors and Executive Officers [Member] | Common Class A [Member] | Redemption of Founder Shares Tranche Three [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price | $ 14 | ||||||||||
Holders of Founder Shares [Member] | Common Class A [Member] | Subsequent to Initial Business Combination [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price | $ 12 | ||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||
Waiting period after which the share trading days are considered from business combination | 150 days | ||||||||||
Related Party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to Sponsor | $ 2,284 | $ 2,284 | |||||||||
Related Party [Member] | Amended Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Notes payable to related party classified as current | $ 0 | 0 | |||||||||
Related Party [Member] | Administrative Services Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction administration expenses incurred | $ 43,516 | ||||||||||
Related Party [Member] | Administrative Services Agreement [Member] | Maximum [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction administration expenses incurred | $ 10,000 | ||||||||||
Related Party [Member] | Administrative Services Agreement [Member] | Minimum [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction administration expenses incurred | $ 1,000 | ||||||||||
[1]Periods presented have been adjusted to reflect the derecognition of deferred underwriting fees payable. Additional information regarding the derecognition may be found in Note 1 - Description of Organization and Business Operations and Liquidity and Going Concern, included elsewhere in the notes to the financial statements. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Jan. 18, 2022 | Dec. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Underwriter Agreement [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Deferred Underwriting fee incurred per unit | $ 0.35 | |||
Deferred underwriting fee payable | $ 7,875,000 | |||
Over-Allotment Option [Member] | Underwriter Agreement [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Underwriter overallotment option days | 45 days | |||
Additional Units that can be purchased to cover over-allotments | 3,000,000 | |||
IPO [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Cash underwriting fees | $ 4,500,000 | |||
Deferred underwriting fee payable | 7,875,000 | |||
Sale of additional units | 2,500,000 | |||
Sale of stock price per share | $ 10 | |||
Proceeds from initial public offering | $ 25,000,000 | 200,000,000 | $ 200,000,000 | |
IPO [Member] | Underwriter Agreement [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Cash underwriting fees per unit | 0.2 | |||
Cash underwriting fees | $ 4,500,000 |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jan. 18, 2022 | Feb. 08, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | ||
Period to file registration statement after initial Business Combination | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Temporary equity, shares issued | 20,000,000 | 22,500,000 | ||||
Temporary equity, shares outstanding | 20,000,000 | 22,500,000 | ||||
Stock shares issued during the period for services shares | shares | [1] | $ 25,000 | ||||
Public Warrants [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Period to exercise warrants after Business Combination | 30 days | |||||
Expiration period of warrants | 5 years | |||||
Period to file registration statement after initial Business Combination | 20 days | |||||
Period for registration statement to become effective | 60 days | |||||
Warrant redemption price | $ 0.01 | |||||
Notice period to redeem warrants | 30 days | |||||
Adjusted exercise price of warrants percentage | 115% | |||||
Class of warrants or rights outstanding | 10,000,000 | 11,250,000 | ||||
Private Placement Warrants [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Period to exercise warrants after Business Combination | 30 days | |||||
Class of warrants or rights outstanding | 8,600,000 | 9,350,000 | ||||
Conversion From Class B to Class A Common Stock [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Percentage of common stock issued and outstanding | 20% | |||||
Conversion of Stock, Description | one-to-one | |||||
Common Class A [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Common Stock, Voting Rights | one vote | |||||
Common stock, shares issued | 0 | 0 | ||||
Temporary equity, shares issued | 20,000,000 | 22,500,000 | ||||
Common stock, shares outstanding | 0 | 0 | ||||
Temporary equity, shares outstanding | 20,000,000 | 22,500,000 | ||||
Common Class A [Member] | Additional Offering [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Shares issued price per share | $ 9.2 | |||||
Percentage of gross proceeds on total equity proceeds | 60% | |||||
Trading day period to calculate volume weighted average trading price | 20 days | |||||
Volume weighted average price per share | $ 9.2 | |||||
Common Class A [Member] | Public Warrants [Member] | Redemption of Warrants when Price Equals or Exceeds Eighteen Dollar [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Share price | $ 18 | |||||
Number of trading days for determining the share price | 20 days | |||||
Number of consecutive trading days for determining the share price | 30 days | |||||
Adjusted share price percentage | 180% | |||||
Common Class B [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||||
Common Stock, Voting Rights | one vote | |||||
Common stock, shares issued | 5,750,000 | 5,625,000 | ||||
Common stock, shares outstanding | 5,625,000 | 5,750,000 | 5,750,000 | 5,625,000 | ||
Common Class B [Member] | Sponsor [Member] | ||||||
Period to file registration statement after initial Business Combination | ||||||
Common stock, shares outstanding | 5,625,000 | 5,750,000 | ||||
Stock shares issued during the period for services value | 25,000 | |||||
Stock shares issued during the period for services shares | shares | $ 7,187,500 | |||||
Stock surrendered during period shares | 125,000 | 1,437,500 | ||||
[1]Periods presented have been adjusted to reflect the derecognition of deferred underwriting fees payable. Additional information regarding the derecognition may be found in Note 1 - Description of Organization and Business Operations and Liquidity and Going Concern, included elsewhere in the notes to the financial statements. |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 229,792,494 | $ 202,000,481 |
Recurring [Member] | U.S. Treasury Securities Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 229,792,494 | 202,000,481 |
Level 1 [Member] | Recurring [Member] | U.S. Treasury Securities Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 229,792,494 | 202,000,481 |
Level 2 [Member] | Recurring [Member] | U.S. Treasury Securities Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 0 | 0 |
Level 3 [Member] | Recurring [Member] | U.S. Treasury Securities Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Millions | Jun. 15, 2023 USD ($) |
Subsequent Event [Member] | HDL Therapautics [Member] | Merger Agreement [Member] | |
Subsequent Event [Line Items] | |
Merger aggregate consideration payable cash and equity | $ 400 |