Cover Page
Cover Page - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Current Fiscal Year End Date | --12-31 | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Kensington Capital Acquisition Corp. V | |
Entity Central Index Key | 0001865407 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1592043 | |
Entity File Number | 001-40741 | |
Entity Address, Address Line One | 1400 Old Country Road | |
Entity Address, Address Line Two | Suite 301 | |
Entity Address, City or Town | Westbury | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11590 | |
City Area Code | 703 | |
Local Phone Number | 674-6514 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Auditor Name | Marcum LLP | |
Auditor Firm ID | 688 | |
Auditor Location | Houston, TX | |
Entity Public Float | $ 272,964,000 | |
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 three-fourths of one redeemable warrant | |
Trading Symbol | KCGI.U | |
Security Exchange Name | NYSE | |
Class A ordinary shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares | |
Trading Symbol | KCGI | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Warrant [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 $11.50 | |
Trading Symbol | KCGI WS | |
Security Exchange Name | NYSE | |
Class B ordinary shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
Balance Sheet
Balance Sheet - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,235,676 | $ 2,014,340 |
Prepaid expenses | 142,668 | 268,246 |
Total current assets | 1,378,344 | 2,282,586 |
Investments held in Trust Account | 283,042,286 | 276,057,333 |
Total Assets | 284,420,630 | 278,339,919 |
Current liabilities: | ||
Accounts payable | 18,507 | 37,663 |
Accrued expenses | 657,627 | 216,800 |
Total current liabilities | 676,134 | 254,463 |
Working Capital Loan - related party | 150,000 | 200,000 |
Deferred underwriting commissions in connection with the initial public offering | 9,660,000 | 9,660,000 |
Derivative warrant liabilities | 6,075,800 | 31,853,000 |
Total Liabilities | 16,561,934 | 41,967,463 |
Commitments and Contingencies | ||
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2022 and 2021 | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (15,084,280) | (39,628,234) |
Total shareholders' deficit | (15,083,590) | (39,627,544) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 284,420,630 | 278,339,919 |
Class A ordinary shares [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.25 and $10.00 per share at December 31, 2022 and 2021, respectively | 282,942,286 | 276,000,000 |
Shareholders' Deficit | ||
Common stock | 0 | 0 |
Class B ordinary shares [Member] | ||
Shareholders' Deficit | ||
Common stock | $ 690 | $ 690 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preference stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Preference stock, Shares authorized | 1,000,000 | 1,000,000 |
Preference stock, Shares issued | 0 | 0 |
Preference stock, Shares outstanding | 0 | 0 |
Class A ordinary shares [Member] | ||
Temporary equity shares issued | 27,600,000 | 27,600,000 |
Temporary equity shares outstanding | 27,600,000 | 27,600,000 |
Temporary equity redemption value per share | $ 10.25 | $ 10 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,600,000 | 27,600,000 |
Common stock, shares outstanding | 27,600,000 | 27,600,000 |
Class A ordinary shares [Member] | Not Subject To Redemption [Member] | ||
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class B ordinary shares [Member] | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 6,900,000 | 6,900,000 |
Common stock, shares outstanding | 6,900,000 | 6,900,000 |
Statement of Operations
Statement of Operations - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ 453,889 | $ 1,085,913 |
Administrative expenses - related party | 100,000 | 240,000 |
Loss from operations | (553,889) | (1,325,913) |
Other income (expenses): | ||
Change in fair value of derivative warrant liabilities | (8,015,000) | 26,255,600 |
Change in fair value of Working Capital Loan - related party | (50,000) | 50,000 |
Offering costs associated with derivative warrant liabilities | (889,172) | 0 |
Income from investments held in Trust Account | 57,333 | 4,224,953 |
Total other income (expenses) | (8,896,839) | 30,530,553 |
Net income (loss) | (9,450,728) | 29,204,640 |
Common Class A [Member] | ||
Other income (expenses): | ||
Net income (loss) | $ (6,426,597) | $ 23,363,712 |
Weighted average shares outstanding basic | 13,174,913 | 27,600,000 |
Weighted average shares outstanding diluted | 13,174,913 | 27,600,000 |
Basic net income (loss) per share | $ (0.49) | $ 0.85 |
Diluted net income (loss) per share | $ (0.49) | $ 0.85 |
Common Class B [Member] | ||
Other income (expenses): | ||
Net income (loss) | $ (3,024,131) | $ 5,840,928 |
Weighted average shares outstanding basic | 6,199,652 | 6,900,000 |
Weighted average shares outstanding diluted | 6,199,652 | 6,900,000 |
Basic net income (loss) per share | $ (0.49) | $ 0.85 |
Diluted net income (loss) per share | $ (0.49) | $ 0.85 |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Deficit - USD ($) | Total | Class A ordinary shares [Member] | Class B ordinary shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Stock [Member] Class A ordinary shares [Member] | Common Stock [Member] Class B ordinary shares [Member] |
Beginning balance at Mar. 18, 2021 | $ 0 | ||||||
Beginning balance, shares at Mar. 18, 2021 | 0 | ||||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,310 | $ 690 | ||||
Issuance of Class B ordinary shares to Sponsor, shares | 6,900,000 | ||||||
Remeasurement of Class A ordinary shares subject to possible redemption | (30,201,816) | $ (30,201,816) | (24,310) | (30,177,506) | |||
Net income (loss) | (9,450,728) | (6,426,597) | $ (3,024,131) | (9,450,728) | |||
Ending balance at Dec. 31, 2021 | (39,627,544) | (24,310) | (39,628,234) | $ 0 | $ 0 | ||
Ending balance, shares at Dec. 31, 2021 | 0 | 0 | |||||
Excess of cash received over fair value of private placement warrants | 2,281,600 | 2,281,600 | 0 | ||||
Remeasurement of Class A ordinary shares subject to possible redemption | (6,942,286) | (4,182,286) | (2,281,600) | (4,660,686) | |||
Net income (loss) | 29,204,640 | $ 23,363,712 | $ 5,840,928 | 29,204,640 | |||
Ending balance at Dec. 31, 2022 | $ (15,083,590) | $ (24,310) | $ (15,084,280) | $ 0 | $ 0 | ||
Ending balance, shares at Dec. 31, 2022 | 0 | 0 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (9,450,728) | $ 29,204,640 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | 8,015,000 | (26,255,600) |
Change in fair value of Working Capital Loan - related party | 50,000 | (50,000) |
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 25,000 | 0 |
Income from investments held in Trust Account | (57,333) | (4,224,953) |
Offering costs associated with derivative warrant liabilities | 889,172 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (268,246) | 125,578 |
Accounts payable | 37,663 | (19,156) |
Accrued expenses | 116,800 | 440,827 |
Net cash used in operating activities | (642,672) | (778,664) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (276,000,000) | (2,760,000) |
Net cash used in investing activities | (276,000,000) | (2,760,000) |
Cash Flows from Financing Activities: | ||
Proceeds from Working Capital Loan - related party | 150,000 | 0 |
Proceeds received from initial public offering, gross | 276,000,000 | 0 |
Proceeds received from private placement | 8,520,000 | 2,760,000 |
Offering costs paid | (6,012,988) | 0 |
Net cash provided by financing activities | 278,657,012 | 2,760,000 |
Net change in cash | 2,014,340 | (778,664) |
Cash - beginning of the period | 0 | 2,014,340 |
Cash - end of the period | 2,014,340 | 1,235,676 |
Supplemental disclosure of non-cash financing activities: | ||
Offering costs included in accrued expenses | 100,000 | 0 |
Deferred underwriting commissions in connection with the initial public offering | 9,660,000 | 0 |
Remeasurement of Class A ordinary shares subject to possible redemption amount | $ 0 | $ 4,182,286 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Kensington Capital Acquisition Corp. V (the “Company”) was incorporated on March 19, 2021 as a Cayman Islands exempted company. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 19, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, its search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Kensington Capital Sponsor V LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 12, 2021. On August 17, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the exercise in full of the underwriters’ option to purchase 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.7 million, of which approximately $9.7 million and approximately $889,000 was for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Initial Private Placement” and together with the Additional Private Placement (as defined below), the “Private Placements”) of 11,360,000 warrants (each, a “Private Placement Warrant” and collectively with the Additional Private Placement Warrants (as defined below), the “Private Placement Warrants”) at a price of $0.75 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $8.5 million (see Note 4). Upon closing of the Initial Public Offering and the Initial Private Placement, $276.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Initial Private Placement were placed in a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 On each of August 4, 2022 and February 15, 2023, the Company consummated an additional private placement (each, an “Additional Private Placement” and collectively, the “Additional Private Placements”) of 3,680,000 warrants (each, an “Additional Private Placement Warrant” and collectively, the “Additional Private Placement Warrants”) at a price of $0.75 per Additional Private Placement Warrant, generating total proceeds of an aggregate of $5,520,000. The Additional Private Placement Warrants were purchased by the Sponsor and are substantially similar to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. The Additional Private Placement Warrants have been issued pursuant to, and are governed by, the Warrant Agreement that the Company entered into at the time of the Initial Public Offering. The proceeds received by the Company in connection with the issuance of the Additional Private Placement Warrants have been deposited in the Trust Account. In accordance with the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles”), the Combination Period (as defined below) was extended by 12 months in the aggregate to August 17, 2023. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide holders of the Company’s outstanding Class A ordinary shares, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at to be $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. The per-share The Memorandum and Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial shareholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Memorandum and Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company initially had 12 months from the closing of the Initial Public Offering to consummate the initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 12 months, the Company may, by resolution of its board of directors at the option of the Sponsor, extend the period of time the Company will have to consummate an initial Business Combination up to two times, each by an additional 6 months (for a total of up to an additional 12 months from the closing of the Initial Public Offering), subject to the Sponsor purchasing additional Private Placement Warrants. The Company’s shareholders will not be entitled to vote on or redeem their shares in connection with any such extension. Pursuant to the terms of the Memorandum and Articles, in order to extend the period of time to consummate an initial Business Combination in such a manner, the Sponsor must purchase an additional 3,680,000 Private Placement Warrants, at a price of $0.75 per warrant, and deposit $0.10 per each Unit (for an aggregate of approximately $2.8 million), in proceeds into the Trust Account on or prior to the date of the applicable deadline, for each 6-month If the Company is unable to complete a Business Combination by August 17, 2023 (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 The initial shareholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Liquidity and Going Concern As of December 31, 2022, the Company had approximately $1.2 million in its operating bank account and a working capital of approximately $0.7 million. The Company’s liquidity needs through December 31, 2022 were satisfied through the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 4), and the loan from the Sponsor of approximately $150,000 under the Note (as defined in Note 4), which was converted into a Working Capital Loan (as defined in Note 4) on August 17, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Initial Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of December 31, 2022 and 2021, there was $150,000 and $200,000 outstanding under the Working Capital Loan, respectively (see Note 4). Based upon the analysis above, management has determined that the Company does not have sufficient liquidity to meet its anticipated obligations for at least twelve months after the financial statements are available to be issued, as such, the events and circumstances raise substantial doubt about the Company’s ability to continue as a going concern. In connection with our assessment of going concern considerations in accordance with the ASC 205-40, |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Use of Estimates The preparation of 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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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. There were no cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sh Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 20,700,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 15,040,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. non-current Working Capital Loan-Related Party The Company has elected the fair value option to account for its Working Capital Loan with its Sponsor as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records the loan fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan reported in the statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. Offering Costs Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating commissions as non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 27,600,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Effective with the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 35,740,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Remeasurement of the redeemable Class A ordinary shares is excluded from net loss per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For The Year Ended For The Period From March 19, 2021 (Inception) through Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 23,363,712 $ 5,840,928 $ (6,426,597) $ (3,024,131) Denominator: Basic and diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 13,174,913 6,199,652 Basic and diluted net income (loss) per ordinary share $ 0.85 $ 0.85 $ (0.49) $ (0.49) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. Deferred tax assets were deemed de minimis as of December 31, 2022 and 2021 and a full valuation allowance was recorded against it. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On August 17, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, which includes the exercise in full of the underwriters’ option to purchase 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.7 million, of which approximately $9.7 million and approximately $889,000 was for deferred underwriting commissions and offering costs allocated to derivate warrant liabilities, respectively. Each Unit consists of one Class A ordinary share (such shares included in the Units being offered, the “Public Shares”), and three-fourths of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On March 31, 2021, the Sponsor paid $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 7,475,000 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 1,006,250 Class B ordinary shares to the Company for no consideration on August 6, 2021; and (ii) the share issue of 431,250 Class B ordinary shares on August 12, 2021; resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding. The initial shareholders agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters fully exercised the over-allotment on August 17, 2021; thus, these 900,000 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Initial Private Placement of 11,360,000 Private Placement Warrants at a price of $0.75 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $8.5 million. On each of August 4, 2022 and February 15, 2023, the Company consummated the Additional Private Placements of 3,680,000 Additional Private Placement Warrants at a price of $0.75 per Additional Private Placement Warrant, generating total proceeds of an aggregate of $5,520,000. The Additional Private Placement Warrants were purchased by the Sponsor and are substantially similar to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. The Additional Private Placement Warrants have been issued pursuant to, and are governed by, the Warrant Agreement that the Company entered into at the time of the Initial Public Offering. The proceeds received by the Company in connection with the issuance of the Additional Private Placement Warrants have been deposited in the Trust Account. In accordance with the Memorandum and Articles, the Combination Period was extended by 12 months in the aggregate to August 17, 2023. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On March 24, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $0.75 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Company has drawn $150,000 under the Note, which was converted into a Working Capital Loan. As of December 31, 2022 and 2021, fair value of this Working Capital Loan was $150,000 and $200,000, respectively, in the accompanying balance sheets. Service and Administrative Fees On August 12, 2021, the Company entered into an agreement with DEHC LLC, an affiliate of the Company’s Chief Financial Officer, pursuant to which the Company agreed to pay for service and administrative fees of $20,000 per month for 18 months (upon completion of the initial Business Combination, any portion of the amounts due that have not yet been paid will accelerate). For the year ended December 31, 2022 and for the period from March 19, 2021 (inception) through December 31, 2021, the Company incurred $240,000 and $100,000 for such expenses, respectively, included as general and administrative expenses-related party on the statement of operations contained herein. As of December 31, 2022 and 2021, the Company had no outstanding balance for services in connection with such agreement. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, 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 are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. $0.35 per unit, or approximately $9.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | NOTE 6. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 27,600,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. The Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Fair value of Public Warrants at issuance (15,318,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (14,883,816 ) Plus: Remeasurement of Class A ordinary shares subject to possible redemption amount 30,201,816 Class A ordinary shares subject to possible redemption, December 31, 2021 276,000,000 Extension payment made by the Sponsor 2,760,000 Remeasurement of Class A ordinary shares subject to possible redemption amount 4,182,286 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 282,942,286 |
Shareholder's Deficit
Shareholder's Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Deficit | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares - Class A Ordinary Shares - Class B Ordinary Shares - Shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders; provided that, prior to the completion of the initial Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and remove members of the Company’s board of directors for any reason. Prior to the completion of the initial Business Combination, only holders of the Class B ordinary shares will have the right to vote on the Company’s appointment of directors. Holders of the Public Shares will not be entitled to vote on the Company’s appointment of directors during such time. In addition, prior to the completion of the initial Business Combination, holders of a majority of the outstanding Class B ordinary shares may remove a member of the Company’s board of directors for any reason. These provisions of the Memorandum and Articles may only be amended by a resolution passed by at least two-thirds The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holders, on a one-for-one sub-divisions, In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Proposed Offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so 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 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Warrant Liabilities Disclosure [Abstract] | |
Derivative Warrant Liabilities | NOTE 8. DERIVATIVE WARRANT LIABILITIES As of December 31, 2022, the Company has 20,700,000 Public Warrants and 15,040,000 Private Placement Warrants outstanding. As of December 31, 2021, the Company has 20,700,000 Public Warrants and 11,360,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company 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, and within 60 business days following the initial Business Combination to have declared effective, a post-effective amendment to the registration statement of which this Report forms a part or a new registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided, that if the Class A ordinary shares are at the time of any exercise of a 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, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The warrants will have an exercise price of $11.50 per share, subject to adjustments. In addition, if (x) the Company issue additional 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 share (as adjusted for share sub-divisions, The Private Placement Warrants are identical to the Public Warrants, except that (1) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants are non-redeemable, Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants). • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading 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 following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2022 Description Quoted Prices (Level 1) Significant Significant (Level 3) Assets: Investments held in Trust Account-U.S. (1) $ 283,041,710 $ — $ — Liabilities: Derivative warrant liabilities-Public Warrants $ 3,519,000 $ — $ — Derivative warrant liabilities-Private Placement Warrants $ — $ — $ 2,556,800 Working Capital Loan-related party $ — $ — $ 150,000 (1) Excludes $576 of cash balance held within the Trust Account December 31, 2021 Description Quoted Prices (Level 1) Significant Significant (Level 3) Assets: Investments held in Trust Account-U.S. (1) $ 276,055,957 $ — $ — Liabilities: Derivative warrant liabilities $ 20,493,000 $ — $ — Derivative warrant liabilities-Private Placement Warrants $ — $ — $ 11,360,000 Working Capital Loan-related party $ — $ — $ 200,000 (1) Excludes $1,376 of cash balance held within the Trust Account Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement as a result of the Public Warrants being separately listed and traded in October 2021. Level 1 assets include investments in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For periods where no observable traded price is available, the fair value of the Public Warrants has been estimated using a Monte Carlo simulation. The estimated fair value of the Private Placement Warrants and Working Capital Loan is determined using Black-Scholes option pricing model. For the year ended December 31, 2022 and for the period from March 19, 2021 (inception) through December 31, 2021, the Company recognized a non-operating approximately $26.3 million and $8.0 million, respectively, and a non-operating The estimated fair value of the Private Placement Warrants and Working Capital Loan, and initial fair value of the Public Warrants, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and a Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate, and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer companies’ ordinary shares that match the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements input for Private Placement Warrants, and Working Capital Loan at their measurement dates: As of December 31, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.20 $ 9.83 Volatility 4.4 % 14.4 % Term (years) 5.42 5.62 Risk-free rate 3.91 % 1.31 % Dividend yield 0.0 % 0.0 % (Note: To determine the fair value of the Working Capital Loan, the Company relied on the inputs of the Private Placement Warrants, as the warrants that would be converted from the Working Capital Loan would be identical to the Private Placement Warrants.) The change in the fair value of the derivative liabilities, measured using Level 3 inputs, for the year ended December 31, 2022 and for the period from March 19, 2021 (inception) through December 31, 2021, is summarized as follows: Derivative warrant liabilities at December 31, 2021 $ 11,360,000 Issuance of Private Placement Warrants 478,400 Change in fair value of derivative warrant liabilities (9,281,600 ) Derivative warrant liabilities at December 31, 2022 $ 2,556,800 Derivative warrant liabilities at March 19, 2021 (inception) $ — Issuance of Public and Private Placement Warrants 23,838,000 Transfer of Public Warrants out of Level 3 (14,697,000 ) Change in fair value of derivative warrant liabilities 2,219,000 Derivative warrant liabilities at December 31, 2021 $ 11,360,000 The change in the fair value of the Working Capital Loan-related party, measured using Level 3 inputs, for the year ended December 31, 2022 and for the period from March 19, 2021 (inception) through December 31, 2021, is summarized as follows: Working Capital Loan-related party at December 31, 2021 $ 200,000 Change in fair value of Working Capital Loan-related party (50,000 ) Working Capital Loan-related party at December 31, 2022 $ 150,000 Fair value of Working Capital Loan-related party at March 19, 2021 (inception) $ — Initial fair value of Working Capital Loan-related party 150,000 Change in fair value of Working Capital Loan-related party 50,000 Working Capital Loan-related party at December 31, 2021 $ 200,000 |
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 up to the date financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. On February 15, 2023, the Company consummated a private placement of 3,680,000 warrants at a price of $0.75 per warrant (the “New Warrants”), generating total proceeds of $2,760,000 (the “Private Placement”). The New Warrants were purchased by the Sponsor and are substantially similar to the warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. The New Warrants have been issued pursuant to, and are governed by, the Warrant Agreement that the Company entered into at the time of the Initial Public Offering. The proceeds received by the Company in connection with the issuance of the New Warrants have been deposited in the Trust Account. In accordance with the Memorandum and Articles, the Combination Period was extended by additional six months to August 17, 2023. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of estimates | Use of Estimates The preparation of 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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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. There were no cash equivalents as of December 31, 2022 and 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of credit risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair value of financial instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sh |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 20,700,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 15,040,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. non-current |
Working Capital Loan-Related Party | Working Capital Loan-Related Party The Company has elected the fair value option to account for its Working Capital Loan with its Sponsor as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records the loan fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan reported in the statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. |
Offering costs associated with Initial Public Offering | Offering Costs Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating commissions as non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 27,600,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Effective with the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 35,740,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Remeasurement of the redeemable Class A ordinary shares is excluded from net loss per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For The Year Ended For The Period From March 19, 2021 (Inception) through Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 23,363,712 $ 5,840,928 $ (6,426,597) $ (3,024,131) Denominator: Basic and diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 13,174,913 6,199,652 Basic and diluted net income (loss) per ordinary share $ 0.85 $ 0.85 $ (0.49) $ (0.49) |
Income taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. Deferred tax assets were deemed de minimis as of December 31, 2022 and 2021 and a full valuation allowance was recorded against it. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent accounting pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net income (loss) per common share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For The Year Ended For The Period From March 19, 2021 (Inception) through Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 23,363,712 $ 5,840,928 $ (6,426,597) $ (3,024,131) Denominator: Basic and diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 13,174,913 6,199,652 Basic and diluted net income (loss) per ordinary share $ 0.85 $ 0.85 $ (0.49) $ (0.49) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Class A Common Stock Subject to Possible Redemption | The Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Fair value of Public Warrants at issuance (15,318,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (14,883,816 ) Plus: Remeasurement of Class A ordinary shares subject to possible redemption amount 30,201,816 Class A ordinary shares subject to possible redemption, December 31, 2021 276,000,000 Extension payment made by the Sponsor 2,760,000 Remeasurement of Class A ordinary shares subject to possible redemption amount 4,182,286 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 282,942,286 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2022 Description Quoted Prices (Level 1) Significant Significant (Level 3) Assets: Investments held in Trust Account-U.S. (1) $ 283,041,710 $ — $ — Liabilities: Derivative warrant liabilities-Public Warrants $ 3,519,000 $ — $ — Derivative warrant liabilities-Private Placement Warrants $ — $ — $ 2,556,800 Working Capital Loan-related party $ — $ — $ 150,000 (1) Excludes $576 of cash balance held within the Trust Account December 31, 2021 Description Quoted Prices (Level 1) Significant Significant (Level 3) Assets: Investments held in Trust Account-U.S. (1) $ 276,055,957 $ — $ — Liabilities: Derivative warrant liabilities $ 20,493,000 $ — $ — Derivative warrant liabilities-Private Placement Warrants $ — $ — $ 11,360,000 Working Capital Loan-related party $ — $ — $ 200,000 (1) Excludes $1,376 of cash balance held within the Trust Account |
Summary of quantitative information regarding Level 3 fair value measurements input | The following table provides quantitative information regarding Level 3 fair value measurements input for Private Placement Warrants, and Working Capital Loan at their measurement dates: As of December 31, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.20 $ 9.83 Volatility 4.4 % 14.4 % Term (years) 5.42 5.62 Risk-free rate 3.91 % 1.31 % Dividend yield 0.0 % 0.0 % |
Summary of fair value of the derivative liabilities, measured using Level 3 inputs, | The change in the fair value of the derivative liabilities, measured using Level 3 inputs, for the year ended December 31, 2022 and for the period from March 19, 2021 (inception) through December 31, 2021, is summarized as follows: Derivative warrant liabilities at December 31, 2021 $ 11,360,000 Issuance of Private Placement Warrants 478,400 Change in fair value of derivative warrant liabilities (9,281,600 ) Derivative warrant liabilities at December 31, 2022 $ 2,556,800 Derivative warrant liabilities at March 19, 2021 (inception) $ — Issuance of Public and Private Placement Warrants 23,838,000 Transfer of Public Warrants out of Level 3 (14,697,000 ) Change in fair value of derivative warrant liabilities 2,219,000 Derivative warrant liabilities at December 31, 2021 $ 11,360,000 |
Summary of change in the fair value of the Working Capital Loan – related party, measured using Level 3 inputs | The change in the fair value of the Working Capital Loan-related party, measured using Level 3 inputs, for the year ended December 31, 2022 and for the period from March 19, 2021 (inception) through December 31, 2021, is summarized as follows: Working Capital Loan-related party at December 31, 2021 $ 200,000 Change in fair value of Working Capital Loan-related party (50,000 ) Working Capital Loan-related party at December 31, 2022 $ 150,000 Fair value of Working Capital Loan-related party at March 19, 2021 (inception) $ — Initial fair value of Working Capital Loan-related party 150,000 Change in fair value of Working Capital Loan-related party 50,000 Working Capital Loan-related party at December 31, 2021 $ 200,000 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Feb. 15, 2023 | Aug. 17, 2022 | Aug. 04, 2022 | Aug. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Entity incorporation, date of incorporation | Mar. 19, 2021 | |||||
Proceeds from issuance of IPO | $ 276,000,000 | $ 0 | ||||
Deferred underwriting commissions | 9,660,000 | 9,660,000 | ||||
Proceeds From Issuance Of Warrants | 8,520,000 | 2,760,000 | ||||
Payment to acquire restricted investments | 276,000,000 | $ 2,760,000 | ||||
Share price | $ 10 | |||||
Restricted investments term | 185 days | |||||
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | |||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | |||||
Redemption of public shares after closing of IPO date | Aug. 17, 2023 | |||||
Dissolution expense | $ 100,000 | |||||
Cash | 2,014,340 | $ 1,235,676 | ||||
Working capital (deficit) | $ 700,000 | |||||
Period within which initial business combination shall be consummated from the closing of initial public offering | 12 months | |||||
Anticipated period within which initial business combination shall not be able to consummate | 12 months | |||||
Extended each by additional period within which initial business combination shall be consummate with the option of sponsor | 6 months | |||||
Extended total additional period within which initial business combination shall be consummate with the option of sponsor | 12 months | |||||
Per share value of residual assets remaining available for distribution | $ 10 | |||||
Working Capital Loan - related party | 200,000 | $ 150,000 | ||||
Post Business Combination Target Company [Member] | ||||||
Business acquisition, percentage of voting interests acquired | 50% | |||||
Working Capital Loan [Member] | ||||||
Debt instrument amount | $ 2,000,000 | |||||
Minimum [Member] | ||||||
Percentage of fair market value of target business to asset held in trust account | 80% | |||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | |||||
Per share amount to be maintained in the trust account | $ 10 | |||||
Maximum [Member] | ||||||
Per share amount to be maintained in the trust account | $ 10 | |||||
Private Placement Warrants [Member] | ||||||
Stock issued during period shares | 15,040,000 | |||||
Sponsor [Member] | Working Capital Loan [Member] | ||||||
Debt instrument amount | $ 150,000 | |||||
Working Capital Loan - related party | 200,000 | $ 150,000 | ||||
Sponsor [Member] | Extend Period of Time for Business Combination [Member] | ||||||
Deposit amount per each unit | $ 0.1 | |||||
Sponsor [Member] | Founder Shares [Member] | ||||||
Proceeds from Issuance of Common Stock | $ 25,000 | |||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||
Class of warrant or right, issued during the period | 3,680,000 | 11,360,000 | ||||
Class of warrant or right, issue price | $ 0.75 | $ 0.75 | ||||
Proceeds From Issuance Of Warrants | $ 5,520,000 | $ 8,500,000 | ||||
Class Of Warrants Or Rights Issued During The Period | 3,680,000 | |||||
Sponsor [Member] | Private Placement Warrants [Member] | Extend Period of Time for Business Combination [Member] | ||||||
Class of warrant or right, issued during the period | 3,680,000 | |||||
Class of warrant or right, issue price | $ 0.75 | |||||
Proceeds From Issuance Of Warrants | $ 2,800,000 | |||||
Class of warrant or right, option to accelerate its purchase of warrants at any time following the IPO and prior to consummation of initial business combination | 7,360,000 | |||||
Sponsor [Member] | Private Placement Warrants [Member] | Subsequent Event [Member] | ||||||
Class of warrant or right, issued during the period | 3,680,000 | |||||
Class of warrant or right, issue price | $ 0.75 | |||||
Proceeds From Issuance Of Warrants | $ 5,520,000 | |||||
Class Of Warrants Or Rights Issued During The Period | 3,680,000 | |||||
IPO [Member] | ||||||
Payment to acquire restricted investments | $ 276,000,000 | |||||
Share price | $ 10 | |||||
Class A ordinary shares [Member] | ||||||
Stock issued during period shares | 3,600,000 | |||||
Proceeds from issuance of IPO | $ 276,000,000 | |||||
Common Stock par value | $ 0.0001 | $ 0.0001 | ||||
Class A ordinary shares [Member] | IPO [Member] | ||||||
Stock issued during period shares | 27,600,000 | |||||
Shares issued price per share | $ 10 | |||||
Proceeds from issuance of IPO | $ 276,000,000 | |||||
Stock issuance costs | 15,700,000 | |||||
Deferred underwriting commissions | 9,700,000 | |||||
Offering costs allocated to derivative warrant liabilities | $ 889,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Aug. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
FDIC insured amount | $ 250,000 | ||
Cash equivalents | 0 | $ 0 | |
Unrecognized tax benefits | 0 | ||
Accrued for interest and penalties | $ 0 | $ 0 | |
Term of restricted investments | 185 days | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Stock issued during period shares | 20,700,000 | ||
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Stock issued during period shares | 15,040,000 | ||
Class A ordinary shares [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of common stock into which the class of warrant or right may be converted | 35,740,000 | ||
Temporary equity shares issued | 27,600,000 | 27,600,000 | |
Stock issued during period shares | 3,600,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Numerator: | ||
Allocation of net income (loss) | $ (9,450,728) | $ 29,204,640 |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (6,426,597) | $ 23,363,712 |
Denominator: | ||
Weighted Average Number of Shares Outstanding, Basic | 13,174,913 | 27,600,000 |
Weighted Average Number of Shares Outstanding, Diluted | 13,174,913 | 27,600,000 |
Basic net income (loss) per ordinary share | $ (0.49) | $ 0.85 |
Diluted net income (loss) per ordinary share | $ (0.49) | $ 0.85 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (3,024,131) | $ 5,840,928 |
Denominator: | ||
Weighted Average Number of Shares Outstanding, Basic | 6,199,652 | 6,900,000 |
Weighted Average Number of Shares Outstanding, Diluted | 6,199,652 | 6,900,000 |
Basic net income (loss) per ordinary share | $ (0.49) | $ 0.85 |
Diluted net income (loss) per ordinary share | $ (0.49) | $ 0.85 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Aug. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Proceeds from issuance initial public offering | $ 276,000,000 | $ 0 | |
Deferred underwriting commissions noncurrent | 9,660,000 | $ 9,660,000 | |
Stock conversion basis | one-for-one basis | ||
Public Warrants [Member] | |||
Stock issued during period shares | 20,700,000 | ||
Common Class A [Member] | |||
Stock issued during period shares | 3,600,000 | ||
Proceeds from issuance initial public offering | $ 276,000,000 | ||
Stock conversion basis | Each Unit consists of one Class A ordinary share (such shares included in the Units being offered, the “Public Shares”), and three-fourths of one redeemable warrant (each, a “Public Warrant”). | ||
Common Class A [Member] | Public Warrants [Member] | |||
Class of warrant or right, Number of securities called by each warrant or right | 1 | ||
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | ||
IPO [Member] | Common Class A [Member] | |||
Stock issued during period shares | 27,600,000 | ||
Shares issued price per share | $ 10 | ||
Proceeds from issuance initial public offering | $ 276,000,000 | ||
Stock issuance costs | 15,700,000 | ||
Deferred underwriting commissions noncurrent | 9,700,000 | ||
Offering costs allocated to derivate warrant liabilities | $ 889,000 | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Stock issued during period shares | 3,600,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 17, 2023 | Feb. 15, 2023 | Aug. 04, 2022 | Aug. 17, 2021 | Aug. 12, 2021 | Aug. 06, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 24, 2021 | |
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period for services, Value | $ 25,000 | |||||||||
Founder Shares, Lock in period | 1 year | |||||||||
Share price | $ 10 | |||||||||
Proceeds from issuance of warrants | 8,520,000 | $ 2,760,000 | ||||||||
Bank Overdrafts | 150,000 | |||||||||
Administrative expenses - related party | 100,000 | 240,000 | ||||||||
Working Capital Loan - related party | 200,000 | 150,000 | ||||||||
Working Capital Loan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, convertible, carrying amount of equity component | $ 2,000,000 | |||||||||
Debt instrument, convertible, conversion price | $ 0.75 | |||||||||
Administrative Service Fee [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Administrative expenses - related party | 100,000 | $ 240,000 | ||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, face amount | $ 300,000 | |||||||||
Notes Payable, Related Parties, Current | 150,000 | |||||||||
Sponsor [Member] | Working Capital Loan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, convertible, carrying amount of equity component | $ 150,000 | |||||||||
Working Capital Loan - related party | $ 200,000 | $ 150,000 | ||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrant or right, issued during the period | 3,680,000 | 11,360,000 | ||||||||
Class of warrant or right, issue price | $ 0.75 | $ 0.75 | ||||||||
Proceeds from issuance of warrants | $ 5,520,000 | $ 8,500,000 | ||||||||
Lock in period for transfer of warrants from the date Of completion of business combination | 30 days | |||||||||
Sponsor [Member] | Private Placement Warrants [Member] | Subsequent Event [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrant or right, issued during the period | 3,680,000 | |||||||||
Class of warrant or right, issue price | $ 0.75 | |||||||||
Proceeds from issuance of warrants | $ 5,520,000 | |||||||||
Sponsor [Member] | Share Price Equals Or Exceeds Twelve Per USD [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 12 | |||||||||
Share transfer restriction, threshold consecutive trading days | 20 days | |||||||||
Share transfer restriction, threshold trading days | 30 days | |||||||||
Number of days for a particular event to get over for determining trading period | 150 days | |||||||||
Chief Executive Officer [Member] | Administrative Service Fee [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction, amounts of transaction | $ 20,000 | |||||||||
Related party transaction settlement period | 18 months | |||||||||
Service And Administrative Fee [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Outstanding balance for services in connection with such agreement | $ 0 | $ 0 | ||||||||
Class A ordinary shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares outstanding | 27,600,000 | 27,600,000 | ||||||||
Common stock, shares issued | 27,600,000 | 27,600,000 | ||||||||
Class A ordinary shares [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | |||||||||
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | |||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares outstanding | 6,900,000 | 6,900,000 | ||||||||
Common stock, shares issued | 6,900,000 | 6,900,000 | ||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period for services, Value | $ 25,000 | |||||||||
Stock issued during period for services, Shares | 7,475,000 | |||||||||
Common stock, par or stated value per share | $ 0.0001 | |||||||||
Stock Repurchased During Period, Shares | 1,006,250 | |||||||||
Stock Repurchased During Period, Value | $ 0 | |||||||||
Common stock, shares outstanding | 900,000 | |||||||||
Percentage of ownership held by initial shareholders | 20% | |||||||||
Common stock, shares issued | 431,250 | |||||||||
Common Class B [Member] | Sponsor [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares outstanding | 6,900,000 | |||||||||
Common Stock, Other Shares, Outstanding | 900,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred underwriting discount per unit | $ 0.2 | |
Deferred underwriting discount | $ 5,500,000 | |
Deferred underwriting commission per unit | $ 0.35 | |
Deferred underwriting commissions | $ 9,660,000 | $ 9,660,000 |
Over-Allotment Option [Member] | ||
Overallotment option vesting period | 45 days | |
Common stock shares subscribed but not yet issued | 3,600,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||
Temporary equity shares authorized | 100,000,000 | |
Temporary equity, par value | $ 0.0001 | |
Temporary equity shares outstanding | 27,600,000 | 27,600,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Summary Of Class A Ordinary Shares Subject To Possible Redemption (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||
Gross proceeds | $ 276,000,000 | $ 0 |
Plus: | ||
Remeasurement of Class A ordinary shares subject to possible redemption amount | 30,201,816 | 6,942,286 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds | 276,000,000 | |
Less: | ||
Fair value of Public Warrants at issuance | (15,318,000) | |
Offering costs allocated to Class A ordinary shares subject to possible redemption | (14,883,816) | |
Plus: | ||
Remeasurement of Class A ordinary shares subject to possible redemption amount | 30,201,816 | 4,182,286 |
Extension Payment Made By The Sponsor | 2,760,000 | |
Class A ordinary shares subject to possible redemption | $ 276,000,000 | $ 282,942,286 |
Shareholder's Deficit - Additio
Shareholder's Deficit - Additional Information (Detail) - $ / shares | 12 Months Ended | ||
Aug. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Preference stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preference stock, Shares authorized | 1,000,000 | 1,000,000 | |
Preference stock, Shares issued | 0 | 0 | |
Preference stock, Shares outstanding | 0 | 0 | |
Common stock, Voting rights | one vote | ||
Common stock, Conversion basis | one-for-one basis | ||
Common Class A [Member] | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 27,600,000 | 27,600,000 | |
Common stock, shares outstanding | 27,600,000 | 27,600,000 | |
Common stock, Conversion basis | Each Unit consists of one Class A ordinary share (such shares included in the Units being offered, the “Public Shares”), and three-fourths of one redeemable warrant (each, a “Public Warrant”). | ||
Common Class A [Member] | IPO [Member] | |||
Percentage of common stock outstanding after conversion | 20% | ||
Common Class B [Member] | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, shares issued | 6,900,000 | 6,900,000 | |
Common stock, shares outstanding | 6,900,000 | 6,900,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Aug. 17, 2021 | |
Share price | $ 10 | ||
Number of days after closing of the initial business combination within which the securities shall be filed | 20 days | ||
Number of days following the initial business combination within which securities registration shall be declared effective | 60 days | ||
Percentage of gross proceeds from equity issuance to total equity proceeds | 60% | ||
Warrant [Member] | |||
Exercise price of warrants | $ 11.5 | ||
Share Price Less Than Nine Point Twenty Per USD [Member] | |||
Share price | $ 9.2 | ||
Share Price Less Than Nine Point Twenty Per USD [Member] | Warrant [Member] | |||
Class of warrant or right, Exercise price adjustment percentage | 115% | ||
Share Price Equals Or Exceeds Eighteen Per USD [Member] | Warrant [Member] | |||
Class of warrant or right, Exercise price adjustment percentage | 180% | ||
Class A ordinary shares [Member] | |||
Number of consecutive trading days for determining the share price | 30 days | ||
Number of trading days for determining the share price | 20 days | ||
Number of consecutive trading days determining volume weighted average trading price of shares | 20 days | ||
Class A ordinary shares [Member] | Share Price Below Nine Point Twenty Per USD [Member] | |||
Volume weighted average trading price of shares | $ 9.2 | ||
Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Class A ordinary shares [Member] | |||
Share price | 18 | ||
Redemption Trigger Price [Member] | Class A ordinary shares [Member] | |||
Share price | $ 18 | ||
Public Warrants [Member] | |||
Class of warrants or rights outstanding | 20,700,000 | 20,700,000 | |
Warrants and rights outstanding, term | 5 years | ||
Class of warrants redemption price per unit | $ 0.01 | ||
Class of warrant or right, Number of days after which warrants or rights become exercisable | 30 days | ||
Minimum notice period to be given to the holders of warrants | 30 days | ||
Public Warrants [Member] | Class A ordinary shares [Member] | |||
Exercise price of warrants | $ 11.5 | ||
Private Placement Warrants [Member] | |||
Class of warrants or rights outstanding | 11,360,000 | 15,040,000 | |
Private Placement Warrants [Member] | Class A ordinary shares [Member] | |||
Lock in period | 30 days |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Change in fair value of derivative warrant liabilities | $ 8,015,000 | $ (26,255,600) |
Change in fair value of Working Capital Loan - related party | (50,000) | 50,000 |
Derivative Warrant Liabilities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Change in fair value of derivative warrant liabilities | $ 8,000,000 | $ 26,300,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities at Fair Value on Recurring Basis (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Investments held in Trust Account | $ 283,042,286 | $ 276,057,333 |
Liabilities: | ||
Working Capital Loan - related party | $ 150,000 | 200,000 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | |
Level 1 [Member] | Fair Value, Recurring [Member] | US Treasury Securities [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 283,041,710 | 276,055,957 |
Level 1 [Member] | Public Warrants [Member] | Fair Value, Recurring [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 3,519,000 | 20,493,000 |
Level 3 [Member] | Fair Value, Recurring [Member] | ||
Liabilities: | ||
Working Capital Loan - related party | 150,000 | 200,000 |
Level 3 [Member] | Public Warrants [Member] | Fair Value, Recurring [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 0 |
Level 3 [Member] | Private Placement Warrants [Member] | Fair Value, Recurring [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 2,556,800 | $ 11,360,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Assets and Liabilities at Fair Value on Recurring Basis (Parenthetical) (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Investments held in Trust Account | $ 283,042,286 | $ 276,057,333 |
Cash [Member] | ||
Investments held in Trust Account | $ 576 | $ 1,376 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs (Detail) - Level 3 [Member] | Dec. 31, 2022 yr | Dec. 31, 2021 yr |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Significant Unobservable Input Liabilities | 11.5 | 11.5 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Significant Unobservable Input Liabilities | 10.2 | 9.83 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Significant Unobservable Input Liabilities | 4.4 | 14.4 |
Term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Significant Unobservable Input Liabilities | 5.42 | 5.62 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Significant Unobservable Input Liabilities | 0.0391 | 0.0131 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Significant Unobservable Input Liabilities | 0 | 0 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of change in the fair value of the derivative liabilities measured using Level 3 inputs (Detail) - Derivative Warrant Liabilities [Member] - Level 3 [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative warrant liabilities | $ 0 | $ 11,360,000 |
Issuance of Public and Private Warrants | 23,838,000 | 478,400 |
Transfer of Public Warrants out of Level 3 | (14,697,000) | |
Change in fair value of derivative warrant liabilities | 2,219,000 | (9,281,600) |
Derivative warrant liabilities | $ 11,360,000 | $ 2,556,800 |
Fair Value Measurements - Sum_5
Fair Value Measurements - Summary of change in the fair value of the Working Capital Loan and Related Party Measured Using Level 3 Inputs (Detail) - Working Capital Loan Related Party [Member] - Level 3 [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of Working Capital Loan - related party | $ 0 | $ 200,000 |
Initial fair value of Working Capital Loan-related party | 150,000 | |
Change in fair value of Working Capital Loan-related party | 50,000 | (50,000) |
Working Capital Loan - related party | $ 200,000 | $ 150,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Feb. 15, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Proceeds from Issuance of Warrants | $ 8,520,000 | $ 2,760,000 | |
Sponsor [Member] | Private Placement New Warrants [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Class Of Warrants Or Rights Issued During The Period | 3,680,000 | ||
Class of warrant or right issue price | $ 0.75 | ||
Proceeds from Issuance of Warrants | $ 2,760,000 |