Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | ANTHEMIS DIGITAL ACQUISITIONS I CORP | ||
Entity Central Index Key | 0001853928 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40954 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 122 Hudson Street | ||
Entity Address, Address Line Two | 3rd Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Tax Identification Number | 98-1585436 | ||
Entity Public Float | $ 23,000,000 | ||
Entity Address, Postal Zip Code | 10013 | ||
City Area Code | 646 | ||
Local Phone Number | 757-1310 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 688 | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share,$0.0001 par value, and one-half of one redeemable warrant | ||
Trading Symbol | ADALU | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | ADALW | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | ADAL | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,187,500 |
BALANCE SHEET
BALANCE SHEET - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 450,493 | $ 949,061 |
Prepaid expenses | 163,956 | 501,969 |
Total current assets | 614,449 | 1,451,030 |
Prepaid expenses, non-current | 162,022 | |
Investment held in Trust Account | 238,041,810 | 234,603,195 |
Total assets | 238,656,259 | 236,216,247 |
Current liabilities: | ||
Accrued expenses | 16,588 | 58,842 |
Total current liabilities | 16,588 | 58,842 |
Deferred underwriting commissions | 8,050,000 | 8,050,000 |
Total liabilities | 8,066,588 | 8,108,842 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, 23,000,000 shares issued and outstanding at approximately $10.35 and $10.20 per share, redemption value as of December 31, 2022 and December 31, 2021, respectively | 238,041,810 | 234,603,195 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and Outstanding | ||
Accumulated deficit | (7,452,858) | (6,496,509) |
Total shareholders’ deficit | (7,452,139) | (6,495,790) |
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit | 238,656,259 | 236,216,247 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 23,000,000 shares issued and outstanding at approximately $10.35 and $10.20 per share, redemption value as of December 31, 2022 and December 31, 2021, respectively | 238,041,810 | 234,603,195 |
Shareholders’ Deficit: | ||
Ordinary shares | ||
Common Class B [Member] | ||
Shareholders’ Deficit: | ||
Ordinary shares | $ 719 | $ 719 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity shares subject to possible redemptions issued | 23,000,000 | 23,000,000 |
Temporary equity shares subject to possible redemptions outstanding | 23,000,000 | 23,000,000 |
Temporary equity, redemption price per share | $ 10.35 | $ 10.20 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred shares issued | 0 | 0 |
Preferred shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares subject to possible redemptions outstanding | 23,000,000 | 23,000,000 |
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Ordinary shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares issued | 0 | 0 |
Ordinary shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Ordinary shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares issued | 7,187,500 | 7,187,500 |
Ordinary shares outstanding | 7,187,500 | 7,187,500 |
STATEMENTS OF INCOME
STATEMENTS OF INCOME - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Formation and operating costs | $ 212,805 | $ 956,349 |
Loss from operations | (212,805) | (956,349) |
Other income | ||
Gain on settlement of payable | 693,229 | |
Interest income earned on investments held in trust account | 3,195 | 3,438,615 |
Total other income | 696,424 | 3,438,615 |
Net income | 483,619 | 2,482,266 |
Common Class A [Member] | ||
Other income | ||
Net income | $ 187,232 | $ 1,891,250 |
Basic and diluted weighted average shares outstanding | 4,540,453 | 23,000,000 |
Basic and diluted net income per ordinary share | $ 0.04 | $ 0.08 |
Common Class B [Member] | ||
Other income | ||
Net income | $ 296,387 | $ 591,016 |
Basic and diluted weighted average shares outstanding | 7,187,500 | 7,187,500 |
Basic and diluted net income per ordinary share | $ 0.04 | $ 0.08 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] Ordinary Share [Member] | Common Class B [Member] Ordinary Share [Member] |
Beginning Balance at Feb. 25, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance (in shares) at Feb. 25, 2021 | 0 | 0 | |||
Issuance of founder shares | 25,000 | 24,281 | $ 719 | ||
Issuance of founder shares (in shares) | 7,187,500 | ||||
Issuance of private placement warrants, net of allocated offering costs | 11,673,939 | 11,673,939 | |||
Issuance of public warrants, net of allocated offering costs | 5,945,523 | 5,945,523 | |||
Remeasurement adjustment of ordinary shares subject to possible redemption | (24,623,871) | (17,643,743) | (6,980,128) | ||
Net income | 483,619 | 483,619 | |||
Ending Balance at Dec. 31, 2021 | (6,495,790) | $ 0 | (6,496,509) | $ 0 | $ 719 |
Ending Balance (in shares) at Dec. 31, 2021 | 0 | 7,187,500 | |||
Remeasurement adjustment of ordinary shares subject to possible redemption | (3,438,615) | (3,438,615) | |||
Net income | 2,482,266 | 2,482,266 | |||
Ending Balance at Dec. 31, 2022 | $ (7,452,139) | $ (7,452,858) | $ 719 | ||
Ending Balance (in shares) at Dec. 31, 2022 | 7,187,500 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 483,619 | $ 2,482,266 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Gain on settlement of payable | (693,229) | |
Interest earned on cash and marketable securities held in Trust Account | (3,195) | (3,438,615) |
Changes in operating assets and liabilities: | ||
Prepaid assets | (663,991) | 500,035 |
Accrued expenses | 58,842 | (42,254) |
Net cash used in operating activities | (817,954) | (498,568) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (234,600,000) | |
Net cash used in investing activities | (234,600,000) | |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net of underwriters’ discount | 225,400,000 | |
Proceeds from sale of founder shares | 25,000 | |
Proceeds from private placement units | 11,700,000 | |
Proceeds from issuance of promissory note to related party | 152,500 | |
Payment of promissory note - related party | (152,500) | |
Payment of offering costs | (757,985) | |
Net cash provided by financing activities | 236,367,015 | |
Net change in cash | 949,061 | (498,568) |
Cash, beginning of the period | 949,061 | |
Cash, end of the period | 949,061 | 450,493 |
Supplemental disclosure of noncash investing and financing activities information: | ||
Deferred underwriting commissions | 8,050,000 | |
Remeasurement adjustment of ordinary shares subject to possible redemption | $ 24,623,871 | $ 3,438,615 |
Organization and Business Opera
Organization and Business Operation | 12 Months Ended |
Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operation | Note 1 - Anthemis Digital Acquisitions I Corp (the “Company”) is a newly incorporated blank check company incorporated as a Cayman Islands exempted company on February 26, 2021. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any potential Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 26, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the Initial Public Offering (as defined below), subsequent to the Initial Public Offering, identifying a target company for Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on Cash and marketable securities held in trust account (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Anthemis Digital Acquisitions I Sponsor LP, a Cayman limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 27, 2021 (the “Effective Date”). On November 1, 2021, the Company consummated the Initial Public Offering of 23,000,000 units, including the issuance of 3,000,000 units as a result of the underwriters’ full exercise of the over-allotment option, at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “IPO”), generating gross proceeds to the Company of $230,000,000. Each Unit consists of one Class A ordinary share (the “Public Shares”) and one-half of one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 7,800,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement, generating gross proceeds to the Company of $11,700,000, which is described in Note 4. Transaction costs amounted to $14,101,214 consisting of $4,600,000 of underwriting commissions, $8,050,000 of deferred underwriting commissions, (underwriters discount/commissions are allocated between Class A share and Public warrants on a relative fair value basis) and $1,451,214 of other offering costs (allocated between Class A share, Public warrants and Private Placement warrants on a relative fair value basis). The offering costs were charged to temporary equity and additional paid-in capital upon the completion of the IPO. Immediately thereafter, temporary equity was remeasured, and an adjustment was recognized through additional paid in capital and accumulated deficit to adjust temporary equity to the redemption value. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on November 1, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into a trust account (the “Trust Account”), invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to pay the Company’s tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants that were contributed to the Trust Account will not be released from the Trust Account until the earliest of (a) the completion of the initial Business Combination (including the release of funds to pay any amounts due to any public shareholders who properly exercise their redemption rights in connection therewith), (b) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company has not consummated an initial Business Combination by May 1, 2023 or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity or (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination by May 1, 2023, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. Except as required by applicable law or stock exchange listing requirements, the decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then- outstanding public shares, subject to the limitations described herein. The amount in the Trust Account was initially $10.20 per public share. All of the Public Shares 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 initial Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with FASB ASC 470-20. The Public Shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Company will have only until May 1, 2023 (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the 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. The Sponsor have agreed to waive (i) their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of the initial Business Combination, (ii) their redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association and (iii) their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent public accountants) for services rendered or products sold to the Company, or by a prospective target business with which the Company have entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. The liability will not apply with respect to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such indemnification obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern, Liquidity and Capital Resources As of December 31, 2022, the Company had approximately $0.5 million in its operating bank account and working capital of approximately $0.6 million. The Company’s liquidity needs up to November 1, 2021 had been satisfied through a payment from the sponsor of $25,000 for the founder shares, and the loan under an unsecured promissory note from the sponsor of $152,500. Subsequent to the consummation of our initial public offering and private placement, our liquidity needs have been satisfied with the net proceeds from the initial public offering and associated private placements, $234,600,000 of cash was placed in the Trust Account and $ 450,493 The Company will need to raise further additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. In addition to the loan commitment described herein, the Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. On October 1, 2022, the Company entered into a Loan Facility Agreement (the “Loan Facility Agreement”) with Anthemis Group S.A. as lender, in the aggregate amount of $1,000,000 due December 31, 2023 to cover future working capital needs, as necessary. The Loan Facility Agreement shall bear an interest rate of six percent per year. The current balance of the loan facility is $0. The Company is less than three months from its mandatory liquidation as of the time of filing this Annual Report on Form 10-K. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” Management has determined that the liquidity condition due to insufficient working capital and mandatory liquidation raises substantial doubt about the Company’s ability to continue as a going concern f or at least one year from the date the financial statements contained in this Annual Report on Form 10-K are issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position , results of its operations, cash flows 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 IRA was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock or shares by publicly traded domestic (i.e., U.S.) corporations and certain other entities. 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 1% 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 or share issuances against the fair market value of stock or share repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase of our shares in connection with an initial business combination — particularly one that involves our combination with a U.S. entity and/or our domestication as a U.S. corporation — may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the initial business combination, (ii) the structure of the initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial business combination (or otherwise issued not in connection with the initial business combination but issued within the same taxable year of the initial business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax are unclear. The foregoing could cause a reduction in the cash available on hand to complete an initial business combination and in our ability to complete an initial business combination. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2-Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company 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 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly 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. As of December 31, 2022 and 2021, the Company had cash of $450,493 and $949,061, respectively. Marketable Securities Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in the fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. 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 Deposit Insurance Corporation Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary share subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary share subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary share (including ordinary share that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, ordinary share is classified as shareholders’ equity. The Company’s Class A ordinary share feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, the 23,000,000 Class A ordinary share is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (6,325,000 ) Class A ordinary shares issuance costs (13,695,676 ) Plus: Accretion of carrying value to redemption value 24,623,871 Class A ordinary shares subject to possible redemption, December 31, 2021 234,603,195 Plus: Accretion of carrying value to redemption value 3,438,615 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 238,041,810 Net Income Per Ordinary share The Company has two classes of shares, which are referred to as Class A ordinary share and Class B ordinary share. Earnings and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share. The Company has not considered the effect of warrants sold in the IPO and the private placement to purchase an aggregate 19,300,000 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events.: For the Year Ended December 31, For the period from February 26, 2021 (inception) through December 31, 2021 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 1,891,250 $ 591,016 $ 187,232 $ 296,387 Denominator: Weighted-average shares outstanding including ordinary share subject to redemption 23,000,000 7,187,500 4,540,453 7,187,500 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.04 $ 0.04 Warrant Classification The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company’s has analyzed the warrants issued in the Initial Public Offering (“Public Warrants”) and warrants included in the Private Placement Units (the “Private Warrants”) and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active Markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $14,101,214 as a result of the IPO, consisting of $4,600,000 of underwriting commissions, $8,050,000 of deferred underwriting commissions, (underwriters discount/commissions are allocated between Class A share and Public warrants on a relative fair value basis), and $ 1,451,214 of other offering costs (allocated between Class A share, Public warrants and Private Placement warrants on a relative fair value basis). The offering costs were charged to temporary equity and additional paid-in capital upon the completion of the IPO. Immediately thereafter, temporary equity was remeasured and an adjustment was recognized through additional paid in capital and accumulated deficit to adjust temporary equity to the redemption value. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt-Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Initial Public Offering | Note 3-Initial Public Offering On November 1, 2021, the Company sold 23,000,000 Units, including the issuance of 3,000,000 units as a result of the underwriters’ full exercise of the over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Following the closing of the IPO on November 1, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into a trust account (the “Trust Account”), invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. All of the 23,000,000 Class A ordinary shares sold as part of the Units in the IPO 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 Company’s amended and restated memorandum and articles of association. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. The Class A ordinary share is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders Equity Note [Abstract] | |
Private Placement | Note 4-Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,800,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $11,700,000 in the aggregate, in a private placement. The Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, and they will not be redeemable by the Company. Holders of the Private Placement Warrants have the option to exercise the Private Placement Warrants for cash or on a “cashless basis.” Except as described above, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the Units in the IPO, including as to exercise price, exercisability and exercise period. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Founder Shares In March 2021, the Company’s Sponsor paid $25,000, or approximately $0.003 per share, in exchange for an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share. The Sponsor has agreed not to transfer, assign or sell any founder shares held by the Sponsor until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor with respect to any founder shares. 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 the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $ 1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans. Loan Facility Agreement On October 1, 2022, the Company entered into a Loan Facility Agreement (the “Loan Facility Agreement”) with Anthemis Group S.A. as lender, in the aggregate amount of $1,000,000 due December 31, 2023 to cover future working capital needs, as necessary. The Loan Facility Agreement shall bear an interest rate of six percent per year. The current balance of the loan facility is $0. Promissory Note On March 3, 2021, An affiliate of the Sponsor agreed to loan the Company $ n-interest bearing, unsecured and due at the earlier of or the closing of the IPO. The Company had borrowed $ amount was outstanding under the note. Administrative Service Fee Commencing on the date that the Company’s securities are first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. For the year ended December 31, 2022, the Company has incurred $120,000, of administrative service fees, all of which were fully paid. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6-Commitments and Contingencies Registration Rights 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 that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) and any Class A ordinary shares held by the initial shareholders at the completion of the IPO or acquired prior to or in connection with the initial Business Combination, will be entitled to registration rights pursuant to a registration rights agreement signed on October 27, 2021, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to three demands that the Company offers such securities in an underwritten offering. These holders also have certain “piggy-back” registration rights with respect to certain underwritten offerings the Company may conduct. The Company will bear the expenses incurred in connection with registering these securities. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 3,000,000 units to cover over-allotments. On November 1, 2021, the underwriters exercised the over-allotment option in full. On November 1, 2021, the Company paid cash underwriting commissions of 2.0% of the gross proceeds of the IPO, or $4,600,000. The underwriters are entitled to a deferred underwriting commission of 3.5% of the gross proceeds of the IPO, or $8,050,000, which will be paid from the funds held in the Trust Account upon completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Gain on settlement of payable The Company entered into an agreement with a vendor to settle $1,096,811 of accrued expenses for services rendered during 2021 for $403,582. As a result, the Company recognized a gain on settlement of payable of $693,229. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders Equity [Abstract] | |
Shareholders' Deficit | Note 7-Shareholders’ Deficit Preference shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. At December 31, 2022 and 2021, there were no shares of preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. At December 31, 2022 and 2021, there were no shares of Class A ordinary shares issued or outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption. Class B Ordinary shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. As of December 31, 2022 and 2021, the Company issued 7,187,500 Class B ordinary shares to its initial shareholders for $25,000, or approximately $0.003 per share. 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 any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares, will equal, in the aggregate, on an as-converted basis, 25% of the sum of (i) the total number of shares issued in the IPO, including shares issued in connection with the underwriters’ exercise of their option to purchase additional units, 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 (as defined herein) 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 management team upon conversion of Working Capital Loans. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for the Class A ordinary shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | Note 8-Warrants As of December 31, 2022 and 2021 there are 19,300,000 warrants issued and outstanding (including the 11,500,000 Public Warrants included in the Units and the 7,800,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging–Contracts in Entity’s Own Equity. Such guidance provides that the warrants meet the criteria for equity treatment due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is an input to the fair value of a “fixed-for-fixed” option and no circumstances under which the Company can be forced to net cash settle the warrants. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “market value”) is below $ 9.20 per share, (i) the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the market value and the newly issued price and (ii) the $ 18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the market value and the newly issued price. The warrants cannot be exercised until the later of 30 days after the completion of the initial Business Combination and 12 months from the date of the closing of the IPO, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial 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 warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration. No public warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a public warrant unless the Class A ordinary shares issuable upon such public warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the public warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire without value to the holder. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration (which may be, at the election of the Company, a post-effective amendment to the registration statement), under the Securities Act, of the Class A ordinary shares issuable upon exercise of the public warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the public warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a public warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, (ii) in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. To exercise public warrants on a cashless basis, each holder would pay the exercise price by surrendering the public warrants in exchange for a number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of the Class A ordinary shares underlying the public warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the public warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Public Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 Once the public warrants become exercisable, the Company may redeem the outstanding public warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and • if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The Company follows the guidance in ASC Topic820 Fair Value Measurement, (“ASC 820”) for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2022 Assets: Marketable securities held in Trust Account 1 $ 238,041,810 December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 234,603,195 The investment in Trust account is measured at Level 1 because the amount is invested in US Treasury securities. The following table presents information about the Company’s value of public placement warrants that are classified as Level 3 in the fair value hierarchy that are measured at fair value as of November 1, 2021, the date of initial public offering. These warrants are classified as part of the Company’s equity. Public Placement Inputs Warrants Exercise price $ 11.50 Volatility 11.88 % Expected term 5.0 Years Risk-free rate 0.05 % Dividend yield 0.00 % Stock price $ 10.00 |
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 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | 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 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly |
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. As of December 31, 2022 and 2021, the Company had cash of $450,493 and $949,061, respectively. Marketable Securities Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in the fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in the fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
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 Deposit Insurance Corporation |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active Markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary share subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary share subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary share (including ordinary share that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, ordinary share is classified as shareholders’ equity. The Company’s Class A ordinary share feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, the 23,000,000 Class A ordinary share is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (6,325,000 ) Class A ordinary shares issuance costs (13,695,676 ) Plus: Accretion of carrying value to redemption value 24,623,871 Class A ordinary shares subject to possible redemption, December 31, 2021 234,603,195 Plus: Accretion of carrying value to redemption value 3,438,615 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 238,041,810 |
Net Income Per Ordinary Share | Net Income Per Ordinary share The Company has two classes of shares, which are referred to as Class A ordinary share and Class B ordinary share. Earnings and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share. The Company has not considered the effect of warrants sold in the IPO and the private placement to purchase an aggregate 19,300,000 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events.: For the Year Ended December 31, For the period from February 26, 2021 (inception) through December 31, 2021 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 1,891,250 $ 591,016 $ 187,232 $ 296,387 Denominator: Weighted-average shares outstanding including ordinary share subject to redemption 23,000,000 7,187,500 4,540,453 7,187,500 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.04 $ 0.04 |
Warrant Classification | Warrant Classification The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company’s has analyzed the warrants issued in the Initial Public Offering (“Public Warrants”) and warrants included in the Private Placement Units (the “Private Warrants”) and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity. |
Offering Costs Associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $14,101,214 as a result of the IPO, consisting of $4,600,000 of underwriting commissions, $8,050,000 of deferred underwriting commissions, (underwriters discount/commissions are allocated between Class A share and Public warrants on a relative fair value basis), and $ 1,451,214 of other offering costs (allocated between Class A share, Public warrants and Private Placement warrants on a relative fair value basis). The offering costs were charged to temporary equity and additional paid-in capital upon the completion of the IPO. Immediately thereafter, temporary equity was remeasured and an adjustment was recognized through additional paid in capital and accumulated deficit to adjust temporary equity to the redemption value. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt-Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Carrying Value of Redeemable Common Stock | The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (6,325,000 ) Class A ordinary shares issuance costs (13,695,676 ) Plus: Accretion of carrying value to redemption value 24,623,871 Class A ordinary shares subject to possible redemption, December 31, 2021 234,603,195 Plus: Accretion of carrying value to redemption value 3,438,615 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 238,041,810 |
Schedule of Reconciliation of the Numerator and Denominator used to Compute Basic and Diluted Net Loss Per Share | The Company has not considered the effect of warrants sold in the IPO and the private placement to purchase an aggregate 19,300,000 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events.: For the Year Ended December 31, For the period from February 26, 2021 (inception) through December 31, 2021 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 1,891,250 $ 591,016 $ 187,232 $ 296,387 Denominator: Weighted-average shares outstanding including ordinary share subject to redemption 23,000,000 7,187,500 4,540,453 7,187,500 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.04 $ 0.04 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2022 Assets: Marketable securities held in Trust Account 1 $ 238,041,810 December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 234,603,195 |
Summary of Public Placement Warrants Classified as Level 3 | The following table presents information about the Company’s value of public placement warrants that are classified as Level 3 in the fair value hierarchy that are measured at fair value as of November 1, 2021, the date of initial public offering. These warrants are classified as part of the Company’s equity. Public Placement Inputs Warrants Exercise price $ 11.50 Volatility 11.88 % Expected term 5.0 Years Risk-free rate 0.05 % Dividend yield 0.00 % Stock price $ 10.00 |
Organization and Business Ope_2
Organization and Business Operation - Additional Information (Detail) - USD ($) | 10 Months Ended | 12 Months Ended | ||||
Oct. 01, 2022 | Aug. 16, 2022 | Nov. 01, 2021 | Oct. 27, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Proceeds from initial shareholders | $ 225,400,000 | |||||
Shares issuable per warrant | 1 | |||||
Proceeds from private placement warrant | 11,700,000 | |||||
Deferred underwriting commissions | 8,050,000 | $ 8,050,000 | ||||
Restricted Investments Term | 185 days | |||||
Dissolution Expense | $ 100,000 | |||||
Current asset - Cash | 949,061 | 450,493 | ||||
Working capital | 600,000 | |||||
Proceeds from issuance of shares | 25,000 | |||||
Cash held in trust accounts | 234,600,000 | |||||
Cash held outside of trust accounts | 450,493 | |||||
Percentage of federal excise tax on repurchases of stock | 1% | |||||
Anthemis Group S.A [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Maximum borrowing capacity under loan facility agreement | $ 1,000,000 | |||||
Loan facility, due date | Dec. 31, 2023 | |||||
Loan facility interest rate | 6% | |||||
Outstanding balance of loan facility | $ 0 | |||||
Sponsor [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Proceeds from unsecured promissory note | 152,500 | |||||
Sponsor [Member] | Founder Shares [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Proceeds from issuance of shares | $ 25,000 | |||||
Minimum [Member] | Business Combination Agreement [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Percentage of fair market value of target business to asset held in trust account | 80% | |||||
Percentage of voting interests acquired | 50% | |||||
Private Placement Warrants [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Class of warrants and rights issued during the period | 7,800,000 | |||||
Class of warrants or rights issue price per warrant | $ 1.50 | |||||
Proceeds from private placement warrant | $ 11,700,000 | |||||
Common Class A [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Warrant exercise price | $ 11.50 | |||||
Proceeds from issuance of shares | $ 230,000,000 | |||||
Common Class A [Member] | Public Warrants [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Stock Conversion Basis | one-half of one | |||||
Shares issuable per warrant | 1 | |||||
Warrant exercise price | $ 11.50 | |||||
Public Shares [Member] | Business Combination Agreement [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | |||||
IPO [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Stock issued during period shares | 23,000,000 | 23,000,000 | ||||
Share Price | $ 10.20 | $ 10 | ||||
Proceeds from initial shareholders | $ 230,000,000 | |||||
Transaction costs | 14,101,214 | |||||
Payments for underwriting expense | 4,600,000 | |||||
Deferred underwriting commissions | 8,050,000 | |||||
Other offering costs | 1,451,214 | |||||
Payment to acquire restricted investments | $ 234,600,000 | |||||
IPO [Member] | Common Class A [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Share Price | $ 10 | |||||
Over-Allotment Option [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Stock issued during period shares | 3,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Nov. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Cash | $ 450,493 | $ 949,061 | |
Cash Equivalents | 0 | 0 | |
FDIC Insured Amount | $ 250,000 | ||
Antidilutive securities excluded from computation of earnings per share amount | 19,300,000 | ||
Deferred underwriting commissions | $ 8,050,000 | 8,050,000 | |
Unrecognized Tax Benefits | 0 | 0 | |
Accrued for Interest and Penalties | $ 0 | $ 0 | |
IPO [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Transaction costs | $ 14,101,214 | ||
Underwriting commissions | 4,600,000 | ||
Deferred underwriting commissions | 8,050,000 | ||
Other offering costs | $ 1,451,214 | ||
Common Class A [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares presented at redemption value as temporary equity | 23,000,000 | 23,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Carrying Value of Redeemable Common Stock (Detail) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Summary Of Significants Accounting Policies [Line Items] | ||
Class A ordinary shares subject to possible redemption, ending balance | $ 234,603,195 | |
Proceeds from sale of founder shares | $ 25,000 | |
Class A ordinary shares subject to possible redemption, ending balance | 234,603,195 | 238,041,810 |
Common Class A [Member] | ||
Summary Of Significants Accounting Policies [Line Items] | ||
Class A ordinary shares subject to possible redemption, ending balance | 234,603,195 | |
Proceeds from sale of founder shares | 230,000,000 | |
Proceeds allocated to Public Warrants | (6,325,000) | |
Less: Class A ordinary shares issuance costs | (13,695,676) | |
Plus: Accretion of carrying value to redemption value | 24,623,871 | 3,438,615 |
Class A ordinary shares subject to possible redemption, ending balance | $ 234,603,195 | $ 238,041,810 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Reconciliation of the Numerator and Denominator used to Compute Basic and Diluted Net Loss Per Share (Detail) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Numerator: | ||
Allocation of net income | $ 483,619 | $ 2,482,266 |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income | $ 187,232 | $ 1,891,250 |
Denominator: | ||
Weighted-average shares outstanding including ordinary share subject to redemption | 4,540,453 | 23,000,000 |
Basic and diluted net income per ordinary share | $ 0.04 | $ 0.08 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income | $ 296,387 | $ 591,016 |
Denominator: | ||
Weighted-average shares outstanding including ordinary share subject to redemption | 7,187,500 | 7,187,500 |
Basic and diluted net income per ordinary share | $ 0.04 | $ 0.08 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Nov. 01, 2021 | Oct. 27, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary Sale Of Stock [Line Items] | ||||
Shares issuable per warrant | 1 | |||
Warrants exercisable term from the date of completion of business combination | 30 days | |||
Warrants exercisable term from the closing of IPO | 12 months | |||
Restricted Investments Term | 185 days | |||
Common Class A [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Exercise price of warrant | $ 11.50 | |||
Common stock shares to redemption | 23,000,000 | 23,000,000 | ||
Common Class A [Member] | Public Warrants [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Stock Conversion Basis | one-half of one | |||
Shares issuable per warrant | 1 | |||
Exercise price of warrant | $ 11.50 | |||
IPO [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Stock issued during period shares | 23,000,000 | 23,000,000 | ||
Share Price | $ 10.20 | $ 10 | ||
Payment to acquire restricted investments | $ 234,600,000 | |||
IPO [Member] | Common Class A [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Share Price | $ 10 | |||
Over-Allotment Option [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Stock issued during period shares | 3,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 10 Months Ended | |
Nov. 01, 2021 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||
Shares issuable per warrant | 1 | |
Proceeds from private placement units | $ 11,700,000 | |
Private Placement Warrants [Member] | ||
Class Of Stock [Line Items] | ||
Class of warrants and rights issued during the period | 7,800,000 | |
Exercise price of warrant | $ 11.50 | |
Class of warrants or rights issue price per warrant | $ 1.50 | |
Proceeds from private placement units | $ 11,700,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended | ||
Oct. 01, 2022 | Mar. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Stock issued during period, value, issued for services | $ 25,000 | $ 25,000 | |||
Loan Facility Agreement | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance of loan facility | $ 1,000,000 | ||||
Loan facility, due date | Dec. 31, 2023 | ||||
Loan facility interest rate | 6% | ||||
Current balance of loan facility | $ 0 | ||||
Working Capital Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument conversion price per share | $ 1.50 | ||||
Debt instrument convertible into warrants | $ 1,500,000 | ||||
Due to related parties, current | 0 | 0 | |||
Sponsors | Promissory Note | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance of loan facility | $ 0 | ||||
Loan facility, due date | May 20, 2022 | ||||
Loan facility interest rate | 0% | ||||
Maximum borrowing capacity under loan facility agreement | $ 200,000 | ||||
Proceeds from issuance of promissory note to related party | 152,500 | ||||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Administrative service fees | 21,612 | $ 120,000 | |||
Sponsor [Member] | Office Space, Administrative And Support Services [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amounts of transaction | $ 10,000 | ||||
Common Class B [Member] | Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares issued, price per share | $ 0.0001 | ||||
Issuance of founder shares (in shares) | 7,187,500 | 7,187,500 | 7,187,500 | ||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, value, issued for services | $ 25,000 | ||||
Shares issued, price per share | $ 0.003 | $ 0.003 | $ 0.003 | ||
Common Class A [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Lock in period | 1 year | ||||
Share price | $ 12 | ||||
Common Class A [Member] | Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of trading days for determining the share price | 20 days | ||||
Number of consecutive trading days for determining the share price | 30 days | ||||
Threshold number of trading days for determining share price from date of business combination | 150 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 10 Months Ended | |||
Nov. 01, 2021 | Oct. 27, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Deferred underwriting commissions | $ 8,050,000 | $ 8,050,000 | ||
Accrued liabilities with settlement agreement with vendors | 1,096,811 | |||
Settlement of accrued liabilities with vendors | 403,582 | |||
Gain on settlement of payable | $ 693,229 | |||
IPO [Member] | ||||
Underwriter option vesting period | 45 days | |||
Stock issued during period shares | 23,000,000 | 23,000,000 | ||
Underwriting discount paid per unit | 2% | |||
Payments for underwriting expense | $ 4,600,000 | |||
Deferred underwriting commission percentage | 3.50% | |||
Deferred underwriting commissions | $ 8,050,000 | |||
Over-Allotment Option [Member] | ||||
Stock issued during period shares | 3,000,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred shares issued | 0 | 0 | |
Preferred shares outstanding | 0 | 0 | |
Stock issued during period, value, issued for services | $ 25,000 | $ 25,000 | |
Common Class A [Member] | |||
Ordinary shares authorized | 500,000,000 | 500,000,000 | |
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |
Ordinary shares issued | 0 | 0 | |
Ordinary shares outstanding | 0 | 0 | |
Common stock shares to redemption | 23,000,000 | 23,000,000 | |
Common Class A [Member] | Founder Shares [Member] | |||
Common stock, threshold percentage on conversion of shares | 25% | ||
Common Class B [Member] | |||
Ordinary shares authorized | 50,000,000 | 50,000,000 | |
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |
Ordinary shares issued | 7,187,500 | 7,187,500 | |
Ordinary shares outstanding | 7,187,500 | 7,187,500 | |
Common Class B [Member] | Founder Shares [Member] | |||
Issuance of founder shares (in shares) | 7,187,500 | 7,187,500 | 7,187,500 |
Shares issued, price per share | $ 0.0001 | ||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | |||
Stock issued during period, value, issued for services | $ 25,000 | ||
Shares issued, price per share | $ 0.003 | $ 0.003 | $ 0.003 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Nov. 01, 2021 | |
Class Of Warrant Or Right [Line Items] | |||
Closing of initial business combination price per share | $ 9.20 | ||
Minimum percentage of gross proceeds from issuances to equity proceeds | 60% | ||
Warrant price adjusted to percentage of higher of market value | 115% | ||
Warrant redemption trigger minimum share price | $ 18 | ||
Percentage of warrant redemption price adjustment | 180% | ||
Warrant or right, description | The warrants cannot be exercised until the later of 30 days after the completion of the initial Business Combination and 12 months from the date of the closing of the IPO, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation | ||
Warrants redemption price per | $ 0.01 | ||
Class of warrants redemption notice period | 30 days | ||
Warrant redemption condition minimum share price | $ 18 | ||
Maximum [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Closing of initial business combination price per share | 9.20 | ||
Common Class A [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Exercise price of warrant | $ 11.50 | ||
Warrants [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance of founder shares (in shares) | 19,300,000 | 19,300,000 | |
Warrants outstanding | 19,300,000 | 19,300,000 | |
Public Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 11,500,000 | 11,500,000 | |
Private Placement Warrants [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 7,800,000 | 7,800,000 | |
Exercise price of warrant | $ 11.50 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Money Market held in Trust Account [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Assets fair value | $ 238,041,810 | $ 234,603,195 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Public Placement Warrants Classified as Level 3 (Detail) - Level 3 [Member] - Public Placement Warrants [Member] | Dec. 31, 2022 $ / shares |
Exercise Price [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant exercise price | $ 11.50 |
Volatility [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.1188 |
Expected Term [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants, measurement input | 5 years |
Risk-free Rate [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.0005 |
Dividend Yield [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants, measurement input | 0 |
Stock Price [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant exercise price | $ 10 |