0001193125-23-112262.txt : 20230424 0001193125-23-112262.hdr.sgml : 20230424 20230424115300 ACCESSION NUMBER: 0001193125-23-112262 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 50 CONFORMED PERIOD OF REPORT: 20221231 FILED AS OF DATE: 20230424 DATE AS OF CHANGE: 20230424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Catcha Investment Corp CENTRAL INDEX KEY: 0001838293 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40061 FILM NUMBER: 23838690 BUSINESS ADDRESS: STREET 1: 45-7 THE BOULEVARD STREET 2: MID VALLEY CITY CITY: KUALA LUMPUR STATE: N8 ZIP: 592005 BUSINESS PHONE: 603-2297 0999 MAIL ADDRESS: STREET 1: 45-7 THE BOULEVARD STREET 2: MID VALLEY CITY CITY: KUALA LUMPUR STATE: N8 ZIP: 592005 10-K 1 d389610d10k.htm 10-K 10-K
Table of Contents
falseFY0001838293 0001838293 2022-12-31 0001838293 2021-12-31 0001838293 2022-01-01 2022-12-31 0001838293 2021-01-01 2021-12-31 0001838293 2021-02-17 0001838293 2021-02-17 2021-02-17 0001838293 2021-01-01 2021-03-31 0001838293 2022-06-30 0001838293 2020-12-31 0001838293 us-gaap:CommonClassAMember 2021-12-31 0001838293 us-gaap:CommonClassBMember 2021-12-31 0001838293 us-gaap:CommonClassBMember chaa:SponsorMember 2021-12-31 0001838293 chaa:AdministrativeServiceFeeMember 2021-12-31 0001838293 us-gaap:CommonStockSubjectToMandatoryRedemptionMember us-gaap:CommonClassAMember 2021-12-31 0001838293 chaa:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember chaa:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember chaa:PrivatePlacementWarrantsMember 2021-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember chaa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member 2021-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember chaa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member chaa:PublicWarrantsMember 2021-12-31 0001838293 chaa:MeasurementInputPublicWarrantPriceMember 2021-12-31 0001838293 us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-12-31 0001838293 us-gaap:MeasurementInputExpectedTermMember 2021-12-31 0001838293 us-gaap:MeasurementInputPriceVolatilityMember 2021-12-31 0001838293 us-gaap:MeasurementInputSharePriceMember 2021-12-31 0001838293 us-gaap:MeasurementInputExercisePriceMember 2021-12-31 0001838293 chaa:MeasurementInputLikelihoodOfCompletingABusinessCombinationMember 2021-12-31 0001838293 us-gaap:CommonClassAMember 2022-12-31 0001838293 us-gaap:CommonClassBMember 2022-12-31 0001838293 srt:MinimumMember 2022-12-31 0001838293 us-gaap:CommonClassBMember chaa:SponsorMember 2022-12-31 0001838293 chaa:SharePriceMoreThanOrEqualsToUsdTwelveMember chaa:SponsorMember 2022-12-31 0001838293 chaa:AdministrativeServiceFeeMember 2022-12-31 0001838293 chaa:SponsorMember chaa:UnsecuredConvertiblePromissoryNoteMember 2022-12-31 0001838293 chaa:WorkingCapitalLoanMember 2022-12-31 0001838293 us-gaap:CommonClassAMember us-gaap:CommonStockSubjectToMandatoryRedemptionMember 2022-12-31 0001838293 chaa:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:FairValueInputsLevel1Member chaa:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember chaa:PrivatePlacementWarrantsMember 2022-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember chaa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member 2022-12-31 0001838293 us-gaap:FairValueInputsLevel3Member chaa:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001838293 chaa:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-12-31 0001838293 us-gaap:MeasurementInputExpectedTermMember 2022-12-31 0001838293 us-gaap:MeasurementInputPriceVolatilityMember 2022-12-31 0001838293 us-gaap:MeasurementInputSharePriceMember 2022-12-31 0001838293 us-gaap:MeasurementInputExercisePriceMember 2022-12-31 0001838293 chaa:MeasurementInputPublicWarrantPriceMember 2022-12-31 0001838293 chaa:MeasurementInputLikelihoodOfCompletingABusinessCombinationMember 2022-12-31 0001838293 chaa:SharePriceMoreThanOrEqualsToUsdEighteenMember 2022-12-31 0001838293 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-12-31 0001838293 chaa:SharePriceMoreThanOrEqualsToUsdTenMember 2022-12-31 0001838293 chaa:SharePriceLessThanNinePointTwentyMember us-gaap:CommonStockMember 2022-12-31 0001838293 us-gaap:CommonStockMember chaa:SharePriceMoreThanOrEqualsToUsdEighteenMember 2022-12-31 0001838293 us-gaap:AssetHeldInTrustMember us-gaap:USTreasurySecuritiesMember chaa:HeldToMaturityMember 2022-12-31 0001838293 us-gaap:AssetHeldInTrustMember 2022-12-31 0001838293 us-gaap:USTreasurySecuritiesMember us-gaap:AssetHeldInTrustMember 2022-12-31 0001838293 chaa:PublicWarrantsMember 2022-12-31 0001838293 chaa:PrivatePlacementWarrantsMember 2022-12-31 0001838293 us-gaap:MoneyMarketFundsMember 2022-12-31 0001838293 chaa:UnsecuredConvertiblePromissoryNoteMember 2022-12-31 0001838293 chaa:AssetsHeldInTrustMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 chaa:AssetsHeldInTrustMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member chaa:AssetsHeldInTrustMember 2022-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember chaa:AssetsHeldInTrustMember 2022-12-31 0001838293 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0001838293 us-gaap:CommonClassBMember us-gaap:OverAllotmentOptionMember us-gaap:CommonStockMember 2021-01-01 2021-12-31 0001838293 us-gaap:AdditionalPaidInCapitalMember us-gaap:OverAllotmentOptionMember 2021-01-01 2021-12-31 0001838293 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0001838293 srt:RestatementAdjustmentMember 2021-01-01 2021-12-31 0001838293 chaa:WarrantLiabilityMember 2021-01-01 2021-12-31 0001838293 chaa:PrivateWarrantsMember 2021-01-01 2021-12-31 0001838293 us-gaap:CommonClassAMember 2021-01-01 2021-12-31 0001838293 us-gaap:CommonClassBMember 2021-01-01 2021-12-31 0001838293 chaa:NonRedeemableOrdinarySharesMember 2021-01-01 2021-12-31 0001838293 chaa:ClassAOrdinarySharesSubjectToPossibleRedemptionMember 2021-01-01 2021-12-31 0001838293 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001838293 srt:RestatementAdjustmentMember 2022-01-01 2022-12-31 0001838293 chaa:SharePriceMoreThanOrEqualsToUsdTwelveMember chaa:SponsorMember 2022-01-01 2022-12-31 0001838293 chaa:AdministrativeServiceFeeMember 2022-01-01 2022-12-31 0001838293 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001838293 chaa:SharePriceMoreThanOrEqualsToUsdEighteenMember 2022-01-01 2022-12-31 0001838293 chaa:SharePriceMoreThanOrEqualsToUsdTenMember 2022-01-01 2022-12-31 0001838293 us-gaap:WarrantMember 2022-01-01 2022-12-31 0001838293 us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001838293 us-gaap:CommonClassBMember 2022-01-01 2022-12-31 0001838293 chaa:NonRedeemableOrdinarySharesMember 2022-01-01 2022-12-31 0001838293 chaa:ClassAOrdinarySharesSubjectToPossibleRedemptionMember 2022-01-01 2022-12-31 0001838293 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-02-17 2021-02-17 0001838293 us-gaap:OverAllotmentOptionMember us-gaap:CommonClassAMember 2021-02-17 2021-02-17 0001838293 chaa:AfterBusinessCombinationMember 2021-02-17 2021-02-17 0001838293 chaa:AfterInitialPublicOfferMember 2021-02-17 2021-02-17 0001838293 chaa:PrivatePlacementWarrantsMember 2021-02-17 2021-02-17 0001838293 us-gaap:OverAllotmentOptionMember 2021-02-17 2021-02-17 0001838293 chaa:PrivatePlacementWarrantsMember 2021-02-17 0001838293 us-gaap:OverAllotmentOptionMember chaa:SponsorMember 2021-02-17 0001838293 us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-02-17 0001838293 us-gaap:MeasurementInputExpectedTermMember 2021-02-17 0001838293 us-gaap:MeasurementInputPriceVolatilityMember 2021-02-17 0001838293 us-gaap:MeasurementInputSharePriceMember 2021-02-17 0001838293 us-gaap:MeasurementInputExercisePriceMember 2021-02-17 0001838293 chaa:MeasurementInputLikelihoodOfCompletingABusinessCombinationMember 2021-02-17 0001838293 chaa:SponsorMember us-gaap:CommonClassBMember 2020-12-28 2020-12-28 0001838293 chaa:SponsorMember us-gaap:CommonClassBMember 2020-12-28 0001838293 chaa:SponsorMember 2020-12-28 0001838293 chaa:SponsorMember us-gaap:CommonClassBMember 2021-02-11 2021-02-11 0001838293 chaa:SponsorMember us-gaap:CommonClassBMember 2021-02-11 0001838293 chaa:SponsorMember chaa:FounderSharesMember 2021-02-11 0001838293 us-gaap:OverAllotmentOptionMember us-gaap:CommonClassBMember chaa:SponsorMember 2021-03-28 2021-03-28 0001838293 chaa:SponsorMember 2021-02-22 2021-02-22 0001838293 chaa:AdministrativeServiceFeeMember chaa:SponsorMember 2021-02-12 2021-12-31 0001838293 chaa:AdministrativeServiceFeeMember 2021-02-12 2021-12-31 0001838293 us-gaap:SubsequentEventMember chaa:UnsecuredConvertiblePromissoryNoteMember chaa:SponsorMember 2023-03-31 0001838293 chaa:OfferingCostMember 2021-01-01 2021-03-31 0001838293 us-gaap:OperatingExpenseMember us-gaap:IPOMember 2021-01-01 2021-03-31 0001838293 chaa:SponsorMember chaa:UnsecuredConvertiblePromissoryNoteMember us-gaap:SubsequentEventMember chaa:ExtensionLoanMember 2023-02-14 0001838293 us-gaap:SubsequentEventMember chaa:SponsorMember chaa:UnsecuredConvertiblePromissoryNoteMember 2023-02-14 0001838293 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember 2023-02-14 0001838293 us-gaap:SubsequentEventMember chaa:ExtensionLoanWarrantsMember us-gaap:CommonClassAMember 2023-02-14 0001838293 chaa:ExtensionLoanWarrantsMember us-gaap:SubsequentEventMember 2023-02-14 0001838293 chaa:ExtensionLoanMember us-gaap:SubsequentEventMember 2023-02-14 0001838293 chaa:WorkingCapitalLoanMember 2022-12-13 0001838293 chaa:ExtensionLoanMember us-gaap:SubsequentEventMember 2023-03-31 2023-03-31 0001838293 us-gaap:SubsequentEventMember 2023-02-22 2023-02-22 0001838293 us-gaap:SubsequentEventMember 2023-03-21 2023-03-21 0001838293 chaa:SubscriptionAgreementMember us-gaap:InvestorMember us-gaap:SubsequentEventMember 2023-03-09 0001838293 us-gaap:SubsequentEventMember chaa:SubscriptionAgreementMember chaa:SponsorMember 2023-03-09 0001838293 chaa:SubscriptionAgreementMember us-gaap:SubsequentEventMember 2023-03-09 0001838293 us-gaap:SubsequentEventMember chaa:SubscriptionAgreementMember 2023-03-09 2023-03-09 0001838293 us-gaap:InvestorMember us-gaap:SubsequentEventMember chaa:SubscriptionAgreementMember 2023-03-09 2023-03-09 0001838293 us-gaap:SubsequentEventMember 2024-02-17 2024-02-17 0001838293 us-gaap:CommonClassAMember 2023-04-17 0001838293 us-gaap:CommonClassBMember 2023-04-17 0001838293 us-gaap:SubsequentEventMember chaa:ChardanCapitalMarketsLLCMember 2023-02-14 2023-02-14 0001838293 us-gaap:SubsequentEventMember chaa:AlumiaSARLMember 2023-02-14 2023-02-14 0001838293 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2020-12-31 0001838293 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2020-12-31 0001838293 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001838293 us-gaap:RetainedEarningsMember 2020-12-31 0001838293 chaa:WarrantLiabilityMember 2020-12-31 0001838293 chaa:WarrantLiabilityMember 2021-12-31 0001838293 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-12-31 0001838293 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-12-31 0001838293 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001838293 us-gaap:RetainedEarningsMember 2021-12-31 0001838293 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2022-12-31 0001838293 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001838293 us-gaap:RetainedEarningsMember 2022-12-31 iso4217:USD xbrli:shares utr:Day utr:Month utr:Year xbrli:pure iso4217:USD xbrli:shares utr:Y

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-K
 
 
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                
to
                
 
 
CATCHA INVESTMENT CORP
(Exact name of registrant as specified in its charter)
 
 
 
Cayman Islands
  
001-40061
  
98-1574476
(State or other jurisdiction of
incorporation or organization)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification Number)
 
Level 42, Suntec Tower Three,
8 Temasek Blvd, Singapore
  
038988
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code:
+65-6829-2294
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class:
  
Trading
Symbol:
  
Name of Each Exchange
on Which Registered:
Class A ordinary shares, par value $0.0001 per share
  
CHAA
  
NYSE American LLC
Securities registered pursuant to Section 12(g) of the Act: None
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ☐    No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer“, “smaller reporting company” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer   ☐    Accelerated filer   ☐
       
Non-accelerated
filer		   ☒    Smaller reporting company   ☒
       
         Emerging growth company   ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☒    No  ☐
The aggregate market value of the Registrant’s shares of Class A common stock outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, computed by reference to the closing price for the Class A common stock as of the last business day of the Registrant’s most recently completed second fiscal quarter ($9.82 as of June 30, 2022), as reported on the New York Stock Exchange, was $294,600,000.
As of April 17,
2023, 2,214,859
 
shares of Class A ordinary shares, par value $0.0001, and 7,500,000 shares of Class B ordinary shares, par value $0.0001, were issued and outstanding.
Documents Incorporated by Reference: None.
 
 
 
 

Table of Contents

TABLE OF CONTENTS

 

         Page  
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS      3  
PART I      6  
Item 1.  

Business

      6  
Item 1A.  

Risk Factors

      25  
Item 1B.  

Unresolved Staff Comments

      60  
Item 2.  

Properties

      60  
Item 3.  

Legal Proceedings

      60  
Item 4.  

Mine Safety Disclosures

      60  
PART II      61  
Item 5.  

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

      61  
Item 6.  

Reserved

      62  
Item 7.  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

      62  
Item 7A.  

Quantitative and Qualitative Disclosures about Market Risk

      66  
Item 8.  

Financial Statements and Supplementary Data

      66  
Item 9.  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      66  
Item 9A.  

Controls and Procedures

      66  
Item 9B.  

Other Information

      67  
Item 9C.  

Disclosures regarding Foreign Jurisdictions that Prevent Inspections

      67  
Part III      68  
Item 10.  

Directors, Executive Officers and Corporate Governance

      68  
Item 11.  

Executive Compensation

      76  
Item 12.  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

      77  
Item 13.  

Certain Relationships and Related Transactions, and Director Independence

      79  
Item 14.  

Principal Accountant Fees and Services

      81  
PART IV      82  
Item 15.  

Exhibits, Financial Statement Schedules

      82  
Item 16.  

Form 10-K Summary

      84  

Table of Contents

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), or the context otherwise requires, references to:

 

  •  

“amended and restated memorandum and articles of association” are to the second amended and restated memorandum and articles of association, dated February 5, 2021, and in effect as of February 11, 2021;

 

  •  

“Catcha Investment,” “we,” “us,” “our,” “company,” or “our company” are to Catcha Investment Corp, a Cayman Islands exempted company.

 

  •  

“Companies Act” are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time;

 

  •  

“equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt;

 

  •  

“founder shares” are to our Class B ordinary shares issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

 

  •  

“initial shareholders” are to holders of our founder shares prior to our initial public offering;

 

  •  

“letter agreement” refers to the letter agreement, dated February 11, 2021, by and among the company, Catcha Holdings LLC, and each director and executive officer of the Company;

 

  •  

“management” or our “management team” are to our officers and directors;

 

  •  

“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

 

  •  

“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any;

 

  •  

“public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market);

 

  •  

“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;

 

  •  

“SPAC” are to special purpose acquisition companies;

 

  •  

“sponsor” are to Catcha Holdings LLC, a Cayman Islands limited liability company; and

 

  •  

“warrants” or “public warrants” are to warrants sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market);

 

2

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

 

  •  

our ability to select an appropriate target business or businesses;

 

  •  

our ability to complete our initial business combination;

 

  •  

our expectations around the performance of a prospective target business or businesses;

 

  •  

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

 

  •  

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

 

  •  

our potential ability to obtain additional financing to complete our initial business combination;

 

  •  

our pool of prospective target businesses;

 

  •  

the ability of our officers and directors to generate a number of potential business combination opportunities;

 

  •  

our public securities’ potential liquidity and trading;

 

  •  

the lack of a market for our securities;

 

  •  

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 

  •  

the trust account not being subject to claims of third parties; or

 

  •  

our financial performance following our initial public offering.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

 

3

Table of Contents

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results of operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

 

 

4

Table of Contents

SUMMARY OF RISK FACTORS

The following is a summary of the principal risks described below in Part I, Item 1A “Risk Factors” in this Report. We believe that the risks described in the “Risk Factors” section are material to investors, but other factors not presently known to us or that we currently believe are immaterial may also adversely affect us. The following summary should not be considered an exhaustive summary of the material risks facing us, and it should be read in conjunction with the “Risk Factors” section and the other information contained in this Report:

 

  •  

Past performance of our management team, Catcha Group (“Catcha Group”), or their respective affiliates may not be indicative of future performance of an investment in us.

 

  •  

Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.

 

  •  

Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

 

  •  

If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

 

  •  

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

 

  •  

Redemptions of our public shareholders may not allow us to complete the most desirable business combination or optimize our capital structure.

 

  •  

The requirement that we consummate an initial business combination by February 17, 2024 may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

 

5

Table of Contents

PART I

 

Item 1.

Business

Introduction

We are a blank check company incorporated on December 17, 2020 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.

While we may pursue an acquisition or a business combination target in any business, industry, or geography, we focus our search on a target with operations or prospective operations in the technology, digital media, financial technology, or digital services sectors, which we refer to as the “new economy sectors”, across Asia Pacific, in particular Southeast Asia and Australia.

Our team combines global industry knowledge with deep on-the-ground experience gained from a long history of operating and investing in new economy sectors in Asia. We believe that through their reputation and deep network of contacts, our team affords us with differentiated access to a wide range of investment opportunities in this space.

Our Sponsor

Founded in 1999 and led by Patrick Grove and Luke Elliott, our sponsor, Catcha Group, is one of the earliest and most established internet-focused investment groups in Southeast Asia and Australia. Headquartered in Singapore and Malaysia and with over 20 years of operating experience, Catcha Group has a strong focus and deep local understanding of the region. Since its inception, Catcha Group has made over 50 investments globally which are held directly or indirectly, and brought six digital business from their early stages to a public listing or sale, with an aggregate valuation of over $1 billion. These include iProperty Group, which was acquired by REA Group Limited in 2016, iCar Asia, which was acquired by Carsome in 2022, as well as Frontier Digital Ventures, which is listed on the Australian Securities Exchange. Catcha Group also owns Wild Digital, which is a media company that organizes conferences across Southeast Asia that bring together many of the top entrepreneurs, executives and investors in the region every year.

Our Market Opportunity

While we may pursue an acquisition or a business combination target in any business, industry, or geography, we focus our search on a target with operations or prospective operations in the technology, digital media sectors, financial technology, or digital services, which we refer to as the “new economy sectors,” across Asia Pacific. We believe that Asia Pacific will continue to enjoy an outsized growth trajectory, particularly in the new economy sectors, and that this will result in opportunities for attractive risk-adjusted returns from our initial business combination.

Within the Asia Pacific region, Southeast Asia (including Indonesia, Malaysia, the Philippines, Singapore, Thailand and Vietnam) as well as Australia have strong synergies with our sponsor’s deal flow, network, operating and technical expertise.

With a population of over 675 million, Southeast Asia exhibits high economic growth with GDP growth expected at 5% per annum through 2025 according to the International Monetary Fund, or IMF, and represents the fifth-largest economy in the world after the United States, China, the European Union and Japan. Supported by technological innovation, a growing young and middle-class population, increasing consumption, private sector expansion, and favorable economic policies and demographics in the region, Southeast Asia’s Internet economy is one of the fastest growing in the world.

 

6

Table of Contents

According to the 2022 e-Conomy SEA Reports by Google, Temasek and Bain & Company, Southeast Asia has a young and digitally native, mobile first population, with approximately 460 million Internet users in 2022, growing from 400 million in 2020. The internet penetration in Southeast Asia reached 76% while approximately 94% and 81% of urban Southeast Asia internet population has adopted e-commerce and food delivery respectively. The size of selected new economy sectors by gross merchandise value is expected to reach US$194 billion for 2022 and grow to an estimated US$330 billion by 2025, representing 7% of Southeast Asia’s total 2025 nominal GDP, as forecasted by the IMF. The COVID-19 pandemic has driven an acceleration in adoption of digital services in Southeast Asia, where 90% of new users in 2020 intend to continue their newfound habits post-pandemic.

Australia has a population of 26 million, and is the world’s 13th largest economy by GDP with a nominal GDP of US$1.7 trillion in 2023 according to the IMF. Internet penetration is approximately 91%, and Internet users spend on average 2.8 hours per day on the mobile internet according to Digital 2022 Report by Hootsuite. Digital activity share of aggregate value added to the economy is 6% of the total aggregate value added of the country according to Australia Bureau of Statistics. The COVID-19 pandemic has accelerated the adoption of digital services by consumers and businesses. For example, online commerce sales is estimated to reach US$50 billion in 2022, according to GlobalData. In addition, given the geographical and time zone proximity of Southeast Asia, it is a natural expansion focus for many of Australia’s successful technology companies, such as REA Group, Seek Group, Carsales.com Ltd., who have been successful in capitalizing on the digital emergence in Southeast Asia.

Based on the aforementioned factors, we believe that Southeast Asia and Australia provide a rich backdrop for new economy businesses to scale rapidly. In 2019, 2020, 2021 and first half of 2022, approximately US$67 billion of venture capital in aggregate was invested in new economy sectors in Southeast Asia and Australia according to the e-Conomy SEA 2022 Report and Department of Industry, Science, Energy and Resources of Australia. We believe that the value created in the private markets is a leading indicator for future investment opportunities in the public markets. Many new economy companies have remained private given the historical availability of private capital funding. However, given the availability of funding for mid-stage and mature sectors has slowed, we believe that many of these companies could benefit from a public listing as an efficient way to increase liquidity, expand access to capital, and improve branding.

Our Competitive Advantages

Our Operating Excellence

Our team has a rich operating track record with demonstrated ability to launch, operate, and scale digital business, creating significant value for our stakeholders. We believe the collective experience of our team positions us uniquely to assess promising candidates and support companies to achieve their long-term objectives.

For example, in 2007, Catcha Group founded iProperty, an online real estate portal with presence across Southeast Asia, and exited in 2016 at a valuation of A $751 million, which was one of the largest exits in the region at the time. Leveraging insights from its experience with iProperty, Catcha Group founded Frontier Digital Ventures to establish leading online classifieds businesses in the other emerging markets across the world. Today, Frontier Digital Ventures has invested in a portfolio of online classifieds assets worth over US$750 million comprising of real estate, automotive and general classifieds platforms across Asia Pacific, Central and South America, and MENA. Catcha Group also founded iFlix in 2015, a video-on-demand platform focused on emerging markets in Asia and was acquired by Tencent Group in 2020. Another Catcha Group company, iCar Asia, has grown to become a leading online automotive-focused portal in Southeast Asia, and was acquired by Carsome for approximately $200 million.

Our Sourcing Network

Our team has a rich and long track record as entrepreneurs, operators and investors providing them with deep understanding of the entrepreneurial journey. Our team is regarded as thought leaders and mentors with a long history of successfully helping other founders and businesses in the region develop and scale their businesses.

 

7

Table of Contents

Our team has developed a large and deep network within the technology and digital ecosystem globally and across Asia Pacific, including strong relationships with many leading founders, executives, and investors. For example, Wild Digital Conference, which is a regional premier technology-focused conference organized by Catcha Group since 2015, saw participation from over 2,600 attendees in 2021.

Additionally, we leverage the extensive global network brought by members of our Board of Directors and Advisors. Their deep experience and reputation helps to position us well to source attractive prospects.

Our transaction experience

Our team includes seasoned dealmakers with experience in investments with a wide range of sizes and structures, across multiple macroeconomic and industry cycles. Catcha Group has invested in over 50 new economy companies, held either directly or indirectly and has conducted over 70 corporate transactions including mergers and acquisitions, initial public offerings and capital raisings over the last 20 years.

Our commitment to supporting our business combination partner

Our team is committed to ensuring the longer term success of the business combination partner we identify and pursue, and intend to bring our unique expertise to drive efficiencies following a business combination to steer our partner through their short-term and long-term challenges.

Our rich transaction and operating experience makes us well-suited to guide our partner through variety of macroeconomic and industry cycles as they build and scale their business, and help them assess potential strategic opportunities as the technology and competitive landscape continue to change. Our team is committed to leveraging its large network globally to help our partner companies find the best available talent and operate with excellence.

Having brought several companies public and with a successful track record as operators of public companies, our sponsor is well-positioned to lead our partner on their journey to public capital markets and guide them through the potential opportunities and challenges as a newly publicly listed company.

Our Management Team, Directors, and Advisors

Our officers, directors, and advisors consist of seasoned investors and industry executives with an extensive track record of identifying, investing in, building, operating, and advising leading businesses. In particular, the team possesses a deep understanding of the technology space and market opportunities globally and in our focus region. We believe our management team, together with the support of our advisors and directors, is well-positioned to identify and access a differentiated range of investment opportunities in the new economy sectors by capitalizing on their reputation and deep network of relationships.

Our management team and board of directors comprises of Patrick Grove, chairman of our board of directors and chief executive officer since our inception, Luke Elliott, director and president since our inception, Wai Kit Wong, chief financial officer, James A. Graf, independent director, Rick Hess, independent director, and Yaniv Ghitis, independent director. For more information on the experience and background of our team and directors, see “Item 10. Directors, Executive Officers, and Corporate Governance.”

Investment Advisory Board

We formed an investment advisory board, who assists our management team in sourcing suitable acquisition targets and provides business insights when we assess potential business combination targets and as we work to driving additional value in the businesses that we acquire. The members of the investment advisory board are Meng Xiong, Khailee Ng, Thomas Tsao, and Helen Wong. For more information on the experience and background of our investment advisory board, see “Item 10. Directors, Executive Officers, and Corporate Governance.”

 

8

Table of Contents

Our Business Strategy

Our business strategy is to identify and consummate an initial business combination with a company with operations or prospects in the Asia Pacific new economy sector. We focus on companies that complement the experience of our management team and that can benefit from the management team’s operational expertise. Our selection process leverages our management team’s and our sponsor’s broad and deep network of relationships, industry expertise, and proven deal-sourcing capabilities, providing us with a strong pipeline of potential targets. Our management and sponsor have experience in:

 

  •  

investing and building businesses in the new economy sectors;

 

  •  

managing and operating companies, setting and changing strategies, and identifying, mentoring and recruiting top-notch talent;

 

  •  

developing and growing companies, both organically and inorganically, and expanding the product ranges and geographic footprints of portfolio businesses;

 

  •  

executing merger and acquisition strategies to accelerate growth and create integrated value chains;

 

  •  

sourcing, structuring, acquiring and selling businesses in various markets;

 

  •  

partnering with other industry-leading companies to increase sales and improve the competitive position of companies;

 

  •  

fostering relationships with users, sellers, capital providers and target management teams; and

 

  •  

accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership.

Business Combination Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We use these criteria and guidelines in evaluating acquisition opportunities, though we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We focus on businesses with:

 

  •  

Operations or prospects in new economy sectors in Southeast Asia and Australia. Based upon our management team’s experience, we have increased access to investment opportunities and a competitive advantage in our ability to negotiate a business combination with potential targets in Southeast Asia and Australia’s new economy sectors. Our management team’s extensive experience and network of contacts provides them with an opportunity to source a target, evaluate a target, consummate a business combination with the target and help grow the target’s business.

 

  •  

Strong management team and culture. We intend to acquire one or more businesses that have strong management teams with a proven track record of driving growth, building long-term competitive advantage and making sound strategic decisions, as well as operating with a transparent corporate culture anchored in strong values.

 

  •  

Large addressable markets. We intend to invest in one or more businesses that address a large market that creates the opportunity for attractive long-term growth prospects.

 

  •  

Scalability. We seek to invest in one or more businesses that will be able to significantly scale their operations to take advantage of their opportunities. We intend to leverage our experience in scaling businesses in order to help accelerate growth.

 

9

Table of Contents
  •  

Sound fundamentals with the potential to further improve their performance under our ownership. We believe our management team’s experience in our target sectors as well as their network of industry contacts will create opportunities to enhance the revenue and operational efficiencies of the target business, and potentially generate higher returns for our investors.

 

  •  

Market leadership. We intend to seek one or more targets that have a leading presence across an industry or segment or have leading technology or product capabilities.

 

  •  

Appropriate valuations. We are a disciplined and valuation-centric investor that will invest on terms that we believe are attractive relative to market comparables and intrinsic value that provide significant upside potential.

 

  •  

Opportunities for inorganic growth. We seek companies that can serve as a platform for future synergistic acquisitions, and can benefit from the public currency afforded by access to equity capital markets.

Our Business Combination Process

In evaluating a prospective target business, we conduct a thorough due diligence review that encompasses, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing financial and other information that will be made available to us. We also utilize our operational and capital allocation experience.

Our acquisition criteria, due diligence processes, and value creation methods are not exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this Report, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

Sourcing of Potential Business Combination Targets

We believe that the operational and transactional experience of our management team and our sponsor and their respective affiliates and related entities and the relationships they have developed as a result of such experience, provides us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources, and target management teams. Our management team and members of our sponsor and their respective affiliates and related entities have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of relationships and this experience provides us with important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.

We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities) or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors (or their respective affiliates or related entities). In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

 

10

Table of Contents

Other Acquisition Considerations

In addition to our sponsor, members of our management team may directly or indirectly own our ordinary shares and/or private placement warrants, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our directors and officers presently has, and in the future any of our directors and our officers may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our second amended and restated memorandum and articles of association provides that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote thereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination.

Our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities registered under the Exchange Act even before we enter a definitive agreement regarding our initial business combination.

Initial Business Combination

The rules of the NYSE American require that our initial business combination must be 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 held in trust). We refer to this as the “80% of net assets test.” If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Additionally, pursuant to NYSE American rules, any initial business combination must be approved by a majority of our independent directors.

Unless we complete our initial business combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

 

11

Table of Contents

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares, and/or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We intend to satisfy the 80% requirement even if our securities are not listed on the NYSE American at the time of our initial business combination.

We filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Status as a Public Company

We believe our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method to be a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and our management team’s backgrounds makes us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.

 

12

Table of Contents

Financial Position

With funds available for a business combination in the amount of $304,086,289 as of December 31, 2022, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

General

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public offering. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering (net of redemptions) and the sale of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for the maintenance or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon the completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. Other than the potential availability of the backstop arrangement with our sponsor, we are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

 

13

Table of Contents

Sources of Target Businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will have read this Report and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to the completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors or their respective affiliates be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating, and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Our officers and directors presently have, or may in the future have, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. See “Item 10. Directors, Executive Officers and Corporate Governance-Conflicts of Interest.”

Evaluation of a Target Business and Structuring of Our Initial Business Combination

In evaluating a prospective target business, we continue to conduct an extensive due diligence review, which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team’s operational and capital planning experience. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

 

  •  

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

 

14

Table of Contents
  •  

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge, or experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC, subject to the provisions of our second amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.

Under NYSE American listing rules, shareholder approval would typically be required for our initial business combination if, for example:

 

  •  

we issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);

 

  •  

any of our officers, directors or substantial security holders (as defined by the NYSE American rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise, and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or

 

  •  

the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

 

15

Table of Contents

The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to:

 

  •  

the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

 

  •  

the expected cost of holding a shareholder vote;

 

  •  

the risk that the shareholders would fail to approve the proposed business combination;

 

  •  

other time and budget constraints of the company; and

 

  •  

additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

Permitted Purchases and Other Transactions with Respect to Our Securities

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, officers, directors, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, officers, directors, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans, or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

In the event that our sponsor, officers, directors, advisors, or their affiliates purchase public shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.

The purpose of any such transaction could be to (i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination, or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

 

16

Table of Contents

Our sponsor, officers, directors and/or their affiliates may identify the shareholders with whom they may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination, but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, officers, directors, advisors, or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Redemption Rights for Public Shareholders upon the Completion of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There were no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our second amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

On February 14, 2023, we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders approved a proposal (the “Trust Amendment Proposal”) to amend our investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between us and Continental Stock Transfer (“CST”), to extend the date by which the we have to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by our board of directors (such date, the “Extended Date”). In connection with the vote, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643.31.

Limitations on Redemptions

Our second amended and restated memorandum and articles of association provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). However, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes, or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

 

17

Table of Contents

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our second amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on NYSE American, we will be required to comply with the NYSE American rules.

If we held a shareholder vote to approve our initial business combination, we will, pursuant to our second amended and restated memorandum and articles of association:

 

  •  

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

 

  •  

file proxy materials with the SEC.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon the completion of our initial business combination.

If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our initial shareholders have agreed to vote their founder shares and public shares in favor of our initial business combination. On February 14, 2023, we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders approved a proposal (the “Trust Amendment Proposal”) to amend our investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between us and Continental Stock Transfer (“CST”), to extend the date by which the we have to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by our board of directors (such date, the “Extended Date”). In connection with the vote, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares. Accordingly, our initial shareholder currently own, on an as-converted basis, approximately 77.2% of our outstanding ordinary shares. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our sponsor, officers and directors entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our second amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our second amended and restated memorandum and articles of association:

 

  •  

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

 

18

Table of Contents
  •  

file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we, and our sponsor, will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

Limitation on Redemption upon the Completion of Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, then, pursuant to our second amended and restated memorandum and articles of association, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares, as defined below) for or against our initial business combination.

Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights

Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.

 

19

Table of Contents

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until February 17, 2024.

Redemption of Public Shares and Liquidation if no Initial Business Combination

Our amendments to the second amended and restated memorandum and articles of association provides that we have until February 17, 2024 to consummate an initial business combination. If we have not consummated an initial business combination by February 17, 2024, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There are no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination by the Extended Date. Our second amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

 

20

Table of Contents

Our sponsor, officers and directors entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of our initial public offering or during any extension period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

Our sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our second amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any extension period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations set forth in “-Limitations on redemptions.” However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, officer, director or any other person.

On February 14, 2023, we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders approved a proposal (the “Trust Amendment Proposal”) to amend our investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between us and Continental Stock Transfer & Trust Company (“CST”), to extend the date by which the we have to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by our board of directors (such date, the “Extended Date”). Following such approval by our shareholders, we and CST entered into the Amendment No. 1 to the IMTA on February 14, 2023 (the “IMTA Amendment”).

At the Extraordinary General Meeting, our shareholders also approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company has to consummate a business combination from February 17, 2023 to the Extended Date (the “Extension Amendment Proposal”). In connection with the vote, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares. Accordingly, our initial shareholder currently own, on an as-converted basis, approximately 77.2% of our outstanding ordinary shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors, which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

 

21

Table of Contents

Although we will seek to have all vendors, service providers, prospective target businesses and other entities (other than our Independent Registered Public Accounting Firm) with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. J.P. Morgan Securities LLC will not execute an agreement with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the amount of interest that may be withdrawn to pay our income tax obligations, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,000,000 of the proceeds held in the trust account. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such shareholder.

 

22

Table of Contents

If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you that we will be able to return $10.00 per public share to our public shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders are entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering, (ii) in connection with a shareholder vote to amend our second amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any extension period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our second amended and restated memorandum and articles of association, like all provisions of our second amended and restated memorandum and articles of association, may be amended with a shareholder vote.

Competition

In identifying, evaluating, and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human, and other resources than us. Our ability to acquire larger target businesses is limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Facilities

We currently maintain our executive offices at Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore 038988. The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our sponsor for office space and administrative and support services. We consider our current office space adequate for our current operations.

 

23

Table of Contents

Employees

We currently have four executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in.

Periodic Reporting and Financial Information

Our units, Class A ordinary shares, and warrants are registered under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly, and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States of America (“US GAAP”) or International Financial Reporting Standards (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

We have already evaluated our internal control procedures for the fiscal year ended December 31, 2022 as required by the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

Prior to the date of this Report, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with the Tax Concessions Law of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Law.

 

24

Table of Contents

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30 and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

 

Item 1A.

Risk Factors

You should consider carefully all of the risks described below, together with the other information contained in this Report, including the financial statements. If any of the following risks occur, our business, financial condition or results of operation may be materially and adversely affected. The risks described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business.

Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.

We may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.

 

25

Table of Contents

Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

Our initial shareholders own, on an as-converted basis, 20% of our outstanding ordinary shares immediately following the completion of our initial public offering.

On February 14, 2023, we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders approved a proposal (the “Trust Amendment Proposal”) to amend our investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between us and Continental Stock Transfer (“CST”), to extend the date by which the we have to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by our board of directors (such date, the “Extended Date”). In connection with the vote, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares. Accordingly, our initial shareholder currently own, on an as-converted basis, approximately 77.2% of our outstanding ordinary shares. Our initial shareholders also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our second amended and restated memorandum and articles of association provides that, if we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Our public shareholders are entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our second amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any extension period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants do not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

 

26

Table of Contents

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

Redemptions of our public shareholders may not allow us to complete the most desirable business combination or optimize our capital structure.

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. On February 14, 2023, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643.31. On the same day, we issued an unsecured convertible promissory note to the Sponsor, pursuant to which the we may borrow up to $900,000 from the Sponsor.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

The requirement that we consummate an initial business combination by February 17, 2024 may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination by February 17, 2024. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

 

27

Table of Contents

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the ongoing coronavirus (“COVID-19”) outbreak and the status of debt and equity markets.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States (the “U.S.”). On January 30, 2020, the World Health Organization declared the outbreak of the COVID-19 pandemic a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the U.S. to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic.” The COVID-19 outbreak, which is still ongoing in many countries globally and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continue to restrict travel and limit our ability to have meetings with potential investors or the target company’s personnel, vendors and service providers. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others, such as those relating to the new Omicron variant. The effect of the COVID-19 pandemic on businesses, and the inability to accurately predict the future impact of the pandemic on businesses, has also made determinations and negotiations of valuation more difficult, which could make it more difficult to consummate a business combination transaction. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination in a timely manner, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing, which may be impacted by COVID-19 and other events, including, as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

We may not be able to consummate an initial business combination within 24 months after the closing of our initial public offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

We may not be able to find a suitable target business and consummate an initial business combination within 24 months from the closing of our initial public offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including, as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not consummated an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our second amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless.

 

28

Table of Contents

If we seek shareholder approval of our initial business combination, our sponsor, officers, directors, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, officers, directors, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions.

In the event that our sponsor, officers, directors, advisors or their affiliates purchase public shares or warrants in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

 

29

Table of Contents

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination.

In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human, and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

 

30

Table of Contents

If the net proceeds of our initial offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of our initial public offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.

As of December 31, 2022, we had $20,706 available to us outside of the trust account to fund our working capital requirements. We believe that the funds available to us outside of the trust account, together with funds available from loans from our sponsor, its affiliates or members of our management team, will be sufficient to allow us to operate for 24 months following the closing of our initial public offering; however, we cannot assure you that our estimate is accurate, and our sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are required to seek additional capital, we would need to borrow funds from our sponsor, its affiliates, members of our management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor their affiliates is under any obligation to us in such circumstances. Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon the completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates or members of our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

Our management concluded that there is substantial doubt about our ability to continue as a “going concern.”

We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate the business prior to our business combination. Moreover, we will need to raise additional capital through loans from our sponsor, officers, directors, or third parties. None of our sponsor, officers or directors are under any obligation to advance funds to, or to invest in us. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued.

In addition, if we are not able to consummate a business combination before February 17, 2024, we will commence an automatic winding up, dissolution and liquidation. Management has determined that the automatic liquidation, should a business combination not occur, and potential subsequent dissolution also raises substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this Annual Report do not include any adjustments that might result from our inability to consummate a business combination or our inability to continue as a going concern.

 

31

Table of Contents

We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.

We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.

To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or if the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our officers and directors who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,293 and imprisonment for five years in the Cayman Islands.

We may not hold an annual general meeting until after the consummation of our initial business combination.

In accordance with the NYSE American corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on NYSE American. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

We may seek acquisition opportunities in industries or sectors that may or may not be outside of our management’s area of expertise.

We will consider a business combination outside of our management’s area of expertise if a business combination target is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

 

32

Table of Contents

Unlike some other similarly structured blank check companies, our sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.

The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of our initial public offering, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any members of our management team upon conversion of working capital loans, unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly structured blank check companies in which initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.

Our second amended and restated memorandum and articles of association provides a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our second amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our second amended and restated memorandum and articles of association requires at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. In addition, our second amended and restated memorandum and articles of association requires us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our second amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through our initial public offering, we would register, or seek an exemption from registration for, the affected securities.

 

33

Table of Contents

Our sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

Our initial shareholders own, on an as-converted basis, 20% of our issued and outstanding ordinary shares below: On February 14, 2023, we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders approved a proposal (the “Trust Amendment Proposal”) to amend our investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between us and Continental Stock Transfer (“CST”), to extend the date by which the we have to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by our board of directors (such date, the “Extended Date”). In connection with the vote, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares. Accordingly, our initial shareholder currently own, on an as-converted basis, approximately 77.2% of our outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our second amended and restated memorandum and articles of association. If our sponsor purchases any units in our initial public offering or if our sponsor purchases any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were elected by our sponsor, is divided into three classes, each of which generally serves for a term of three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our sponsor, because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares have the right to vote on the appointment of directors and to remove directors prior to our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

After our initial business combination, it is possible that a majority of our officers and directors will live outside the U.S. and all of our assets will be located outside the U.S.; therefore, investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after our initial business combination, a majority of our officers and directors will reside outside of the U.S. and all of our assets will be located outside of the U.S. As a result, it may be difficult, or in some cases not possible, for investors in the U.S. to enforce their legal rights, to effect service of process upon all of our officers or directors or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our officers and directors under U.S. laws.

You will not be entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the U.S. securities laws. However, because we have net tangible assets in excess of $5,000,001 upon the completion of our initial public offering and the sale of the private placement warrants and we filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means that since our units were immediately tradable, we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would have prohibited the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

 

34

Table of Contents

Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs or incur restructuring, impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value, unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to such holders, or if they are able to successfully bring a private claim under the securities laws that the tender offer materials or proxy statement related to our initial business combination contained an actionable material misstatement or material omission.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share.

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent induacement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

 

35

Table of Contents

However, we have not asked our sponsor to reserve for such indemnification obligations nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

 

36

Table of Contents

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

We may pursue business combination opportunities in any sector, except that we are not, under our second amended and restated memorandum and articles of association, permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and, as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

 

37

Table of Contents

We are not required to obtain an opinion from an investment banking firm or another independent entity, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.

We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after the completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our second amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.

Our second amended and restated memorandum and articles of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. As of March 31, 2023, there are 497,785,141 and 42,500,000 authorized but unissued shares of our Class A ordinary shares and Class B ordinary shares, which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof as described herein and in our second amended and restated memorandum and articles of association. There are no preference shares issued and outstanding.

We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after the completion of our initial business combination. We may also issue Class A ordinary shares in connection with our redeeming the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein. However, our second amended and restated memorandum and articles of association provides, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our second amended and restated memorandum and articles of association, like all provisions of our second amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

 

  •  

may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

 

  •  

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

 

  •  

could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

 

38

Table of Contents
  •  

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

 

  •  

may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and

 

  •  

may not result in adjustment to the exercise price of our warrants.

Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ended December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications, or abilities to manage a public company.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources, or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications, or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

 

39

Table of Contents

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt following our initial public offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers and directors have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest, or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

 

  •  

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

 

  •  

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 

  •  

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

 

  •  

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

 

  •  

our inability to pay dividends on our Class A ordinary shares;

 

  •  

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

 

  •  

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

 

  •  

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

 

  •  

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business that may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

The net proceeds from our initial public offering and the sale of the private placement warrants provided us $300,000,000 that we may use to complete our initial business combination.

We may effectuate our initial business combination with a single-target business or multiple-target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive, and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities that may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

 

  •  

solely dependent upon the performance of a single business, property or asset; or

 

40

Table of Contents
  •  

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, US GAAP or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed timeframe.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

 

  •  

restrictions on the nature of our investments; and

 

41

Table of Contents
  •  

restrictions on the issuance of securities,

each of which may make it difficult for us to complete our initial business combination. In addition, we may be subject to burdensome requirements, including:

 

  •  

registration as an investment company with the SEC;

 

  •  

adoption of a specific form of corporate structure; and

 

  •  

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our principal activities subjects us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act.

An investment in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our second amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial business combination within 24 months from the closing of our initial public offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

 

42

Table of Contents

The provisions of our second amended and restated memorandum and articles of association that relate to the rights of holders of our Class A ordinary shares (and corresponding provisions of the trust agreement governing the release of funds from our trust account) may be amended with the approval of a special resolution, which requires the approval of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our second amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.

Some other blank check companies have a provision in their charter that prohibits the amendment of certain of its provisions, including those that relate to the rights of a company’s shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders. Our second amended and restated memorandum and articles of association provides that any of its provisions related to the rights of holders of our Class A ordinary shares (including the requirement to deposit proceeds of our initial public offering and the placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our ordinary shares participated in the vote, provided that the provisions of our second amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting, which shall include the affirmative vote of a simple majority of our Class B ordinary shares. Our initial shareholders and their permitted transferees, if any, who collectively beneficially own, on an as-converted basis, 20% of our Class A ordinary shares, will participate in any vote to amend our second amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our second amended and restated memorandum and articles of association that govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our second amended and restated memorandum and articles of association.

Our sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our second amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

 

43

Table of Contents

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

Although we believe that the net proceeds of our initial public offering and the sale of the private placement warrants is sufficient to allow us to complete our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors, or shareholders is required to provide any financing to us in connection with or after our initial business combination.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened, and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this Report, or defective provision, (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement, or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

Risks Related to our Securities

The securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.00 per share.

The net proceeds of our initial public offering and certain proceeds from the sale of the private placement warrants, in the amount of $300,000,000, may only be invested in direct the United States Department of Treasury (“U.S. Treasury”) obligations having a maturity of 185 days or less, or in certain money market funds that invest only in direct U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income. If the balance of the trust account is reduced below $275,000,000 as a result of negative interest rates, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

 

44

Table of Contents

If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, then, pursuant to our second amended and restated memorandum and articles of association, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

The NYSE American may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our Class A ordinary shares are listed on the NYSE American. We cannot assure investors that our securities will continue to be listed on the NYSE American in the future or prior to our Initial Business Combination. In order to continue listing our securities on the NYSE American prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum amount in stockholders’ equity (generally $4,000,000) and a minimum number of holders of our securities (generally 400 holders).

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with NYSE American’s initial listing requirements, which are more rigorous than NYSE American’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE American.

For instance, in order for our shares to be listed upon the consummation of our business combination, at such time our stock price would generally be required to be at least $3.00 per share and our stockholders’ equity would generally be required to be at least $4.0 million, and we would be required to have a minimum of 400 public holders (with at least 50% of such holders holding securities with a market value of at least $2,500). We cannot assure stockholders that we will be able to meet those initial listing requirements at that time.

If the NYSE American delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the counter market. If this were to occur, we could face significant material adverse consequences, including:

 

  •  

a limited availability of market quotations for our securities;

 

  •  

reduced liquidity for our securities;

 

  •  

a determination that our shares of Class A ordinary shares are a “penny stock” which will require brokers trading in our shares of Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 

  •  

a limited amount of news and analyst coverage; and

 

  •  

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Class A ordinary shares qualify as covered securities under the statute.

Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE American, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

 

45

Table of Contents

Provisions in our second amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

Our second amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination only holders of our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Accordingly, our exclusive forum provision does not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and holders of our warrants are not be deemed to have waived our compliance with these laws, rules and regulations. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

 

46

Table of Contents

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our 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 we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and its permitted transferees (which may include our officers and directors) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth herein even if the holders are otherwise unable to exercise their warrants.

 

47

Table of Contents

The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.

In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within 20 business days of the closing of an initial business combination.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth herein even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants, or (iii) accept the nominal redemption price, which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.

In addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

None of the private placement warrants will be redeemable by us (except as set forth under Exhibit 4.2 “Description of Registrant’s Securities” filed herewith) so long as they are held by our sponsor or its permitted transferees.

Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

We issued warrants to purchase 10,000,000 of our Class A ordinary shares as part of the units offered in our initial public offering and, simultaneously with the closing of our initial public offering, the company consummated a private placement sale of an aggregate of 5,333,333 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. In addition, if the sponsor, its affiliates, or a member of our management team makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per warrant.

To the extent we issue ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

 

48

Table of Contents

Because each unit contains one-third of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains one-third of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon the completion of a business combination since the warrants will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if a unit included a warrant to purchase one whole share.

A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

Unlike most blank check companies, if (i) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

The grant of registration rights to our sponsor may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

Pursuant to a registration and shareholder rights agreement, our sponsor and its permitted transferees can demand that we register the resale of the Class A ordinary shares into which founder shares are convertible, the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our securities that is expected when the securities owned by our sponsor or its permitted transferees are registered for resale.

 

49

Table of Contents

Risks Related to Our Sponsor and Management Team

We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our executive officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our executive officers or directors. The unexpected loss of the services of one or more of our executive officers or directors could have a detrimental effect on us.

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management, director or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and, as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. In addition, pursuant to a registration and shareholder rights agreement, our sponsor, upon and following the consummation of an initial business combination, will be entitled to nominate three individuals for appointment of our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.

The officers and directors of an acquisition candidate may resign upon the completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial business combination.

 

50

Table of Contents

Our officers and directors presently have, or may in the future have, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses or entities. Our officers and directors presently have, or may in the future have, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

In addition, our sponsor, officers and directors presently are, or may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our second amended and restated memorandum and articles of association provides that, to the fullest extent permitted by applicable law: (i) no individual serving as an officer or a director shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other hand.

Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our executive officers, directors, security holders, or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, executive officers or directors, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

The personal and financial interests of our executive officers and directors may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our executive officers’ and directors’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.

 

51

Table of Contents

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers or directors, which may raise potential conflicts of interest.

In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers or directors. Our directors also serve as executive officers and board members for other entities, including, without limitation, those described under “Management-Conflicts of Interest.” Our sponsor, executive officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities. Our sponsor, executive officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of Financial Industry Regulatory Authority (“FINRA”) or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications, or abilities necessary to profitably operate such business.

We may structure our initial business combination so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for their shares of stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger portion of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they have acquired during or may acquire after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

On December 28, 2020, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in consideration of 7,187,500 Class B ordinary shares, par value $0.0001. On February 11, 2021, we effected a share capitalization resulting in our sponsor holding an additional 718,750 Class B ordinary shares for an aggregate of 7,906,250 of Class B ordinary shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination. In addition, simultaneously with the closing of our initial public offering our sponsor also purchased an aggregate of 5,333,333 private placement warrants at a price of $1.50 per warrant, generating gross proceeds to the Company of $8,000,000, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. If we do not consummate an initial business combination within 24 months from the closing of our initial public offering, the private placement warrants will expire worthless. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of our initial public offering nears, which is the deadline for our consummation of an initial business combination.

 

52

Table of Contents

General Risk Factors

Past performance of our management team, Catcha Group or their respective affiliates may not be indicative of future performance of an investment in us.

Information regarding performance is presented for informational purposes only. Any past experience or performance of our management team, Catcha Group or their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team, Catcha Group or their respective affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our management has no experience in operating special purpose acquisition companies.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption, and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications, and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

We are subject to laws and regulations enacted by national, regional, and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

 

53

Table of Contents

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” which could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our 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. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30 and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our officers or directors, or enforce judgments obtained in the United States courts against our officers or directors.

Our corporate affairs are governed by our second amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We are also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

 

54

Table of Contents

We have been advised by Maples and Calder (Hong Kong) LLP, our Cayman Islands legal counsel, that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; or (ii) entertain original actions brought in the Cayman Islands predicated upon the civil liability provisions of the federal securities laws of the United States or any state. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction at common law any re-examination of the merits of the underlying dispute provided that such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given , (iii) is final, (iv) is not in the nature of taxes, a fine, or a penalty; and (v) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, there is uncertainty with regard to Cayman Islands law on whether judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State will be determined by the courts of the Cayman Islands penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. Because such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws has not yet been made by a court of the Cayman Islands, it is uncertain whether such judgments would be enforceable in the Cayman Islands. A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

Since only holders of our founder shares have the right to vote on the appointment of directors, NYSE American may consider us to be a “controlled company” within the meaning of the NYSE American rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

Only holders of our founder shares have the right to vote on the appointment of directors. As a result, NYSE American may consider us to be a “controlled company” within the meaning of the NYSE American corporate governance standards. Under the NYSE American corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

 

  •  

we have a board that includes a majority of “independent directors,” as defined under the rules of NYSE American;

 

  •  

we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

 

  •  

we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of NYSE American, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE American corporate governance requirements.

We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules.

 

55

Table of Contents

We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.

We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

Risks Associated with Acquiring and Operating a Business in Foreign Countries

If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

If we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

 

  •  

costs and difficulties inherent in managing cross-border business operations;

 

  •  

rules and regulations regarding currency redemption;

 

  •  

complex corporate withholding taxes on individuals;

 

  •  

laws governing the manner in which future business combinations may be effected;

 

  •  

exchange listing and/or delisting requirements;

 

  •  

tariffs and trade barriers;

 

  •  

regulations related to customs and import/export matters;

 

  •  

local or regional economic policies and market conditions;

 

  •  

unexpected changes in regulatory requirements;

 

  •  

longer payment cycles;

 

56

Table of Contents
  •  

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

 

  •  

currency fluctuations and exchange controls;

 

  •  

rates of inflation;

 

  •  

challenges in collecting accounts receivable;

 

  •  

cultural and language differences;

 

  •  

employment regulations;

 

  •  

underdeveloped or unpredictable legal or regulatory systems;

 

  •  

corruption;

 

  •  

protection of intellectual property;

 

  •  

social unrest, crime, strikes, riots and civil disturbances;

 

  •  

regime changes and political upheaval;

 

  •  

terrorist attacks, natural disasters and wars; and

 

  •  

deterioration of political relations with the United States.

We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

Corporate governance standards in Southeast Asian countries may not be as strict or developed as in the United States and such weakness may hide issues and operational practices that are detrimental to a target business.

General corporate governance standards in Southeast Asian countries are weaker than those in the United States. This could result in unfavorable related party transactions, over-leveraging, improper accounting, family company interconnectivity and poor management. Local laws often do not go far enough to prevent improper business practices. Therefore, shareholders may not be treated impartially and equally as a result of poor management practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall company, and cronyism. The lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation and weakness that may precipitate or encourage financial crisis. In our evaluation of a business combination we will have to evaluate the corporate governance of a target and the business environment, and in accordance with United States laws for reporting companies take steps to implement practices that will cause compliance with all applicable rules and accounting practices. Notwithstanding these intended efforts, there may be endemic practices and local laws that could add risk to an investment we ultimately make and that result in an adverse effect on our operations and financial results.

If the government of the country in which we effect our initial business combination finds that the agreements we entered into to acquire control of a target business through contractual arrangements with one or more operating businesses do not comply with local governmental restrictions on foreign investment, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to significant penalties or be forced to relinquish our interests in those operations.

Some countries in Asia currently prohibit and/or restrict foreign ownership in certain “important industries,” including telecommunications, food production, and heavy equipment. There are uncertainties under certain regulations whether obtaining a majority interest through contractual arrangements will comply with regulations prohibiting or restricting foreign ownership in certain industries. In addition, there can be restrictions on the foreign ownership of businesses that are determined from time to time to be in “important industries” that may affect the national economic security or those having “famous brand names” or “well-established brand names.”

 

57

Table of Contents

If we or any of our potential future target businesses are found to be in violation of any existing or future local laws or regulations (for example, if we are deemed to be holding equity interests in certain of our affiliated entities in which direct foreign ownership is prohibited), the relevant regulatory authorities might have the discretion to:

revoke the business and operating licenses of the potential future target business;

 

  •  

confiscate relevant income and impose fines and other penalties;

 

  •  

discontinue or restrict the operations of the potential future target business;

 

  •  

require us or the potential future target business to restructure the relevant ownership structure or operations;

 

  •  

restrict or prohibit our use of the proceeds of our initial public offering to finance our businesses and operations in the relevant jurisdiction; or

 

  •  

impose conditions or requirements with which we or the potential future target business may not be able to comply.

Many of the economies in Asia are experiencing substantial inflationary pressures, which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability following our initial business combination.

While many of the economies in Asia have experienced rapid growth over the last two decades, they have also experienced inflationary pressures. As governments take steps to address inflationary pressures, there may be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions on currency conversions and foreign investment. There also may be imposition of price controls. If prices for the products of our ultimate target business rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on our profitability. If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth. Because we are not limited to any specific industry, the ultimate industry that we operate in may be affected more severely by such a slowing of economic growth.

If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues that may adversely affect our operations.

 

58

Table of Contents

After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political, and social conditions and government policies, developments and conditions in the country in which we operate.

The economic, political, and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy, and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.

Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following the consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.

In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities, or capital.

We are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure, which have increased both our costs and the risk of non-compliance.

We are subject to laws and regulations by various governing bodies, including, for example, the SEC, which is charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination target.

Moreover, because these laws, regulations, and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Risks Associated with Our Internal Control over Financial Reporting

We have identified material weaknesses in our internal control over financial reporting as of December 31, 2022. If we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

59

Table of Contents

As described elsewhere in this Annual Report, our disclosure controls and procedures were not effective as of December 31, 2022, due to the material weakness in our internal control over financial reporting related to accounting for complex financial instruments. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our audited financial statements were prepared in accordance with U.S. generally accepted accounting principles.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

 

Item 1B.

Unresolved Staff Comments

None.

 

Item 2.

Properties

We currently maintain our principal executive offices at Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore 038988. The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our sponsor for office space and administrative and support services. We consider our current office space adequate for our current operations.

 

Item 3.

Legal Proceedings

To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

 

Item 4.

Mine Safety Disclosures

Not applicable.

 

60

Table of Contents

PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a) Market Information

Our units, Class A ordinary shares and warrants began trading on the NYSE under the symbols “CHAA,” “CHAA.U” and “CHAA WS,” respectively. Our units commenced public trading on February 12, 2021. Our Class A ordinary shares and warrants began trading on April 5, 2021.

On November 4, 2022, the New York Stock Exchange (the “NYSE”) notified the Company, and publicly announced, that the NYSE determined to commence proceedings to delist the Company’s warrants, each whole warrant exercisable for one Class A ordinary share and listed to trade on NYSE under the symbol “CHAA WS”, from the NYSE and that trading in the Warrants would be suspended immediately, due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. The public warrants began to trade over-the counter (OTC) since then.

On March 23, 2023, the Company received approval to transfer the listing of Class A ordinary shares from the NYSE to the NYSE American and on March 28, 2023, the Class A ordinary shares began trading on the NYSE American under the symbol “CHAA”. In connection with the transfer, effective March 28, 2023, any remaining units were mandatorily separated into its component parts and the units are no longer traded on the NYSE.

(b) Holders

As of April 17, 2023, there was no holder of record of our units, one holder of record of our Class A ordinary shares, one holder of our Class B ordinary shares, and two holders of our warrants.

(c) Dividends

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. If we increase the size of our initial public offering, we will effect a share capitalization or other appropriate mechanism immediately prior to the consummation of our initial public offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares (excluding the private placement shares underlying the private placement units) upon the consummation of our initial public offering. Further, if we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

None.

(e) Performance Graph

Not applicable.

(f) Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings.

On February 17, 2021, we consummated our Initial Public Offering of 30,000,000 Units, inclusive of 2,500,000 Units sold to the underwriters exercising their over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $300,000,000. Each Unit consisted of one Class A ordinary share of the Company, par value $0.0001 per share, and one-third of one redeemable warrant of the Company. J.P. Morgan Securities LLC acted as book-running manager of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-252389). The SEC declared the registration statement effective on February 11, 2021.

Simultaneously with the consummation of the Initial Public Offering, we consummated a private placement of 5,333,333 Private Placement Warrants to our Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds of $8,000,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 

61

Table of Contents

The Private Placement Warrants are the same as the warrants underlying the Units sold in the Initial Public Offering, except that Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

Of the gross proceeds received from the Initial Public Offering and the Private Placement Warrants, $300,000,000 was placed in the Trust Account.

We paid a total of $6,000,000 underwriting discounts and commissions and $531,183 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $10,500,000 in underwriting discounts and commissions.

(g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

 

Item 6.

Reserved.

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Annual Report”) to “we,” “us” or the “Company” refer to Catcha Investment Corp. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Catcha Holdings LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated on December 17, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds (net of any redemptions as discussed under Liquidity and Going Concern section below) of this offering and the sale of the private placement warrants, our shares, debt or a combination of cash, equity and debt.

We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to December 31, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and after the Initial Public Offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on investments held in the Trust Account and on changes in fair value of the warrants. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a business combination.

For the year ended December 31, 2022, we had a net income of $11,616,356, which consisted of an unrealized gain on change in fair value of the warrant liability of $8,841,922, interest income on investments held in the Trust Account of $4,001,686, offset partially by operating expenses of $1,227,252.

For the year ended December 31, 2021, we had a net income of $10,938,980, which consisted of an unrealized gain on change in fair value of the warrant liability of $12,255,052, interest income on Treasury securities held in the trust account of $84,603, change in fair value of over-allotment option liability of $325,679, offset partially by formation and operating expenses of $931,308 and transaction costs incurred in connection with IPO of $795,046.

 

62

Table of Contents

Liquidity and Going Concern

On February 17, 2021, we consummated the Initial Public Offering of 30,000,000 Units, which included the partial exercise by the underwriters of the over-allotment option to purchase an additional 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 5,333,333 Private Placement Warrants to our sponsor at a price of $1.50 per warrant, generating gross proceeds of $8,000,000.

Following the Initial Public Offering, the partial exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $300,000,000 was placed in the Trust Account. We incurred $17,031,183 in transaction costs, including $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $531,183 of other offering costs in connection with the Initial Public Offering and the sale of the Private Placement Warrants.

For the year ended December 31, 2022, net cash used in operating activities was $974,358. The net income of $11,616,356 was impacted by unrealized gain on change in fair value of the warrant liability of $8,841,922, interest income on investments held in the Trust Account of $4,001,686 and by changes in operating assets and liabilities, which provided $252,894 of cash from operating activities.

For the year ended December 31, 2021, net cash used in operating activities was $555,107. Net income of $10,938,980 was impacted by an unrealized gain on change on fair value of the warrant liability of $12,255,052, change in fair value of over-allotment option liability of $325,679, interest income on Treasury securities held in the Trust Account of $84,603, offset by transaction costs incurred in connection with IPO of $795,046, and changes in operating assets and liabilities provided $376,201 of cash from operating activities.

On December 13, 2022, the Company issued an unsecured convertible promissory note (the “Convertible Promissory Note”) under the Working Capital Loan to the Sponsor, pursuant to which the Company may borrow up to $1,500,000 from the Sponsor. Such loan may, at the Sponsor’s discretion, be converted into Private Placement Warrants at a price of $1.50 per warrant as described above. The Convertible Promissory Note will not bear any interest, and will be repayable by the Company to the Sponsor, on a date that is the earlier of (a) the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities and (b) the liquidation of the Company. The maturity date of the Convertible Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined under the Convertible Promissory Note). As of December 31, 2022, no borrowings were made under the Convertible Promissory Note. Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note.

As of December 31, 2022, we had investments held in the Trust Account of $304,086,289. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable (if applicable) and deferred underwriting commissions) to complete our business combination. To the extent that our shares or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the post-business combination entity, make other acquisitions and pursue our growth strategies. On February 14, 2023, we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders approved a proposal (the “Trust Amendment Proposal”) to amend our investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between us and Continental Stock Transfer (“CST”), to extend the date by which the we have to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by our board of directors (such date, the “Extended Date”). In connection with the vote, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643.

As of December 31, 2022, we had $20,706 in cash outside of the Trust Account and working capital deficit of $670,487. In addition, in order to finance transaction costs in connection with a business combination, our sponsor, or an affiliate of our sponsor, or certain of our officers and directors may, but are not obligated to, provide us with working capital loans. On December 13, 2022, we issued an unsecured convertible promissory note (see Note 5 to the Financial Statements) to the Sponsor, pursuant to which we may borrow up to $1,500,000 (the “Convertible Promissory Note”) from the Sponsor. As of December 31, 2022, we had no borrowings under such loan. Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note.

On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors (such date, the “Extended Date”), the Sponsor has agreed to deposit into the Company’s Trust Account established in connection with its IPO the lesser of (i) $75,000 or (ii) $0.0375 for each unredeemed public share, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve an initial Business Combination, and (ii) the date that $900,000 has been loaned. Up to the date that the financial statements were issued, the Company received $150,000 under the Extension Loan. Using these loans received, the company deposited two tranches of $75,000 into Trust Account on February 22, 2023 and March 21, 2023, respectively.

 

63

Table of Contents

On March 9, 2023 the Company entered into a subscription agreement (the “Subscription Agreement”) with the Sponsor and Polar Multi-Strategy Master Fund (the “Investor”), pursuant to which, the Sponsor is seeking to raise $1,200,000 to fund the Extension and to provide working capital to the Company. The Sponsor has committed to fund $900,000 of this amount through the Extension Note described above and the Investor has agreed to provide the remaining $300,000. The the Company will request funds from the Sponsor for working capital purposes (“Drawdown Request”). Upon on at least five (5) calendar days’ prior written notice (“Capital Notice”) , the Sponsor may require a drawdown against the capital commitment in order to meet 25% of the Sponsor’s commitment to the Company under a Drawdown Request (“Capital Call”). In consideration of the Capital Call(s) made hereunder, the Company will issue 300,000 shares of Class A Common Stock to the Investor at the closing of a Business Combination. Any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or the Company shall pay to the Investor, an amount equal to all under the Subscription Agreement (the “Business Combination Payment”). The Company and Sponsor are jointly and severally obligated to make the Business Combination Payment to the Investor. The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or shares of Class A Common Stock at a rate of one share of Class A Common Stock for each $10 of the Capital Calls funded under this agreement. If the the Company liquidates without consummating a Business Combination, any amounts remaining in the Sponsor or the Company’s cash accounts after paying any outstanding third party invoices (excluding any due to the Sponsor), not including the Company’s Trust Account, will be paid to the Investor within five (5) days of the liquidation.

In addition to the $1,500,000 Convertible Promissory Note, in order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. Management will use these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating a Business Combination (including the Pending Business Combination). However, management expects the Company to continue to incur significant costs in pursuit of the consummation of a Business Combination and current funds may not be sufficient to operate the Company for at least the 12 months following the issuance of the financial statements contained herein. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Subtopic (“ASC”) 205-40, ”Presentation of Financial Statements – Going Concern,” management has determined that if we are unable to complete a Business Combination by February 17, 2024 or such earlier date as is determined by the Company’s board of directors, then we will cease all operations except for the purpose of liquidating. The mandatory liquidation, subsequent dissolution and liquidity issues raise substantial doubt about our ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as described below.

We have an agreement to pay the sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. We began incurring these fees on February 12, 2021 and will continue to incur these fees monthly until the earlier of the completion of the business combination or our liquidation. We incurred $106,000 in expenses in connection with such services for the period from February 12, 2021 (“Listing Date”) to December 31, 2021, and $120,000 for the year ended December 31, 2022, as reflected in the accompanying statements of operations. As of December 31, 2022 and 2021, the amount due to related party in connection with such expenses was $125,625 and $6,000, respectively.

We have an agreement to pay the underwriters a deferred fee of $10,500,000 in the aggregate, which will become payable to them 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.

On March 14, 2023, the Company entered an agreement with Chardan Capital Markets, LLC (“Chardan”) with respect to an event of a stock exchange demand for action by the Company (“Interim Listing Project”) at a time other than the initial closing of a business combination involving the Company and a target or targets. The agreement calls for Chardan to receive a fee of $175,000 at the signing of the agreement and a deferred fee of $275,000 at the earlier of (i) the closing of the Transaction from the closing flow-of-funds or (ii) upon the liquidation of the trust account if the Company has not consummated a business combination. Up to the date that the financial statements were issued, the Company has paid $350,000 to Chardan.

 

64

Table of Contents

On March 26, 2023, the Company entered an agreement with Alumia SARL (“Alumnia”) to act as a non-exclusive transactional and strategic capital markets advisor to the Company assisting introductions and with respect to the Company’s potential business combination. The agreement calls for Alumnia to receive simultaneously with the closing of the Business Combination (a) a fee in the amount of $2,500,000 and (b) a fee of 4% multiplied by the dollar amount of the PIPE provided by third party investors identified and introduced by Alumnia, regardless of whether the counterparty in the applicable business combination was a subject target, payable upon the closing.

Critical Accounting Policies and Estimates

Class A Ordinary Shares Subject to Possible Redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is 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 our control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that is considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet.

We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:

 

Gross proceeds from IPO

    $ 300,000,000  

Less: Proceeds allocated to Public Warrants

      (13,790,354 ) 

Less: Class A ordinary shares issuance costs

      (16,236,137 ) 

Add: Remeasurement of Class A ordinary shares to redemption value

      30,026,491  

Add: Accretion of interest income to Class A shares subject to redemption

      84,603  
  

 

 

  

Class A ordinary shares subject to possible redemption as of December 31, 2021

    $ 300,084,603  

Add: Accretion of interest income to Class A shares subject to redemption

      4,001,686  
  

 

 

  

Class A ordinary shares subject to possible redemption as of December 31, 2022

    $ 304,086,289  
  

 

 

  

Warrant liability

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company accounts for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each reporting period. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. As of December 31, 2022 and 2021, there were 15,333,333 warrants outstanding.

Net Income Per Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 15,333,333 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods.

 

65

Table of Contents

This management’s discussion and analysis of our financial condition and results of operations is based on our audited financial statements, which have been prepared in accordance with U.S. GAAP. We describe our significant accounting policies in Note 2—Significant Accounting Policies, of the Notes to Financial Statements included in this report. The preparation of these audited financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. We describe our significant accounting policies in Note 2-Significant Accounting Policies, of the Notes to Financial Statements included in this report. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

 

Item 8.

Financial Statements and Supplementary Data

This information appears following Item 15 of this Report and is included herein by reference.

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

 

Item 9A.

Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2022, due to the material weakness in our internal control over financial reporting related to accounting for complex financial instruments. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our audited financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

66

Table of Contents

Management’s Annual Report on Internal Control over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

 

  (1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

 

  (2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

 

  (3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on our assessments and those criteria, management determined that our internal control over financial reporting was not effective, due to the material weakness described elsewhere in this Report.

Management has implemented remediation steps to address the material weakness and to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals. Notwithstanding the material weakness described above, management has concluded that our audited financial statements included in this Report are fairly stated in all material respects in accordance with GAAP for each of the periods presented therein. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

This Report does not include an attestation report on internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B.

Other Information

None.

 

Item 9C.

Disclosures regarding Foreign Jurisdictions that Prevent Inspections.

None.

 

67

Table of Contents

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

As of the date of this Annual Report on Form 10-K, our directors and officers are as follows:

 

Name

    Age     

Position

Patrick Grove

      47      Chairman and Executive Officer

Luke Elliott

      46      Director and President

Wai Kit Wong

      39      Chief Financial Officer

James Graf

      58      Independent Director

Rick Hess

      60      Independent Director

Yaniv Ghitis

      43      Independent Director

Patrick Grove has served as our chairman of the board of directors and our chief executive officer since our inception. Since founding Catcha Group in 1999, Mr. Grove has built an extensive track record of founding, building, acquiring, listing and growing both private and public Southeast Asian digital businesses. Today, Mr. Grove is widely recognized as one of the leading entrepreneurs in the region, having founded and taken numerous companies from start up to initial public offering in Australia and Southeast Asia, including iProperty Group Limited, iCar Asia Limited, and Frontier Digital Ventures Limited. Mr. Grove has been the recipient of numerous awards, including World Economic Forum Global Leader of Tomorrow, Bloomberg Business Week Asia’s Best Young Entrepreneur, the Australia Unlimited Global 50 and Asian Entrepreneur of the Year. Mr. Grove received his Bachelor of Commerce degree with a major in Finance from the University of Sydney. We believe Mr. Grove’s extensive operating experience, transaction experience and relationships to provide a substantial number of attractive potential business combination targets qualify him to serve as the chairman of our board of directors and our chief executive officer.

Luke Elliott has served as our director and president since our inception. Mr. Elliott co-founded Catcha Group with Mr. Grove in 1999 and has been responsible for the Group’s corporate finance and operating activities since inception. Over the last 20 years, Mr. Elliott has completed over 70 corporate exercises including capital raisings, mergers, acquisitions, and public listings and manages the acceleration and scaling of the Group’s portfolio companies. Mr. Elliott has been in partnership with Mr. Grove for over 20 years, where they have together brought six digital business from their early stages to a public listing or sale, worth over $1 billion in value. We believe Mr. Elliott’s expertise in corporate exercise and operating experience qualify him to serve as our president and director.

Wai Kit Wong is our chief financial officer. Mr. Wong brings significant corporate finance experience from 13 years at Goldman Sachs in Hong Kong, where he was an executive director in the investment banking division, focusing on coverage of technology, media, and telecommunications companies in the Asia Pacific region. At Goldman Sachs, Mr. Wong led and executed various large and sophisticated corporate finance transactions across Southeast Asia, China, Australia, and India, including mergers and acquisitions, de-mergers, initial public offerings and debt offerings. He received a Bachelor of Arts degree in Economics from the University of California, Berkeley. We believe Mr. Wong’s extensive corporate finance experience and expertise in technology, media, and telecommunications companies qualify him to serve as our chief financial officer.

James A. Graf is one of our independent directors. Mr. Graf has sponsored or served as a director on five SPACs, raising over $1.5 billion in aggregate from the initial public offering financings. Mr. Graf was the chief executive officer of Graf Industrial Corp. (“Graf Industrial”) from its inception in June 2018 until it completed its business combination with Velodyne Lidar, Inc. in September 2020; and was a member of Graf Industrial’s board of directors from June 2018 to October 2019. Mr. Graf served as a director of Velodyne Lidar, Inc. from September 2020 to February 2021. Mr. Graf was a director of Platinum Eagle Acquisition Corp., from January 2018 to March 2019, when it completed its business combination with Target Hospitality, Inc. Mr. Graf served as the vice president, chief financial officer, and treasurer of Double Eagle Acquisition Corp. from its inception in June 2015 through its business combination with Williams Scotsman, Inc. in November 2017. He served as vice president, chief financial officer, treasurer, and secretary of Silver Eagle Acquisition Corp. from its inception in April 2013 through Silver Eagle’s business combination with Videocon d2h Limited (“Videocon d2h”), and he served as vice president, chief financial officer, treasurer, and secretary of Global Eagle Acquisition Corp. (“Global Eagle”) from its inception in February 2011 to its business combination with Row 44, Inc. and Advanced Inflight Alliance AG in January 2013. He was vice chairman of Global Entertainment AG, the German entity holding Global Eagle’s equity in AIA from 2013 to 2014 and special advisor to Global Eagle in 2013. He served as a special advisor to Videocon d2h from 2015 to 2016. We believe Mr. Graf’s extensive transaction expertise and experience serving on the boards of directors of public companies qualify him to serve as our director.

 

68

Table of Contents

From 2008 to 2011, Mr. Graf served as a managing director of TC Capital Ltd., an investment bank, in Singapore. From 2007 to 2008, Mr. Graf was engaged as a consultant to provide financial advisory services to Metro-Goldwyn-Mayer, Inc. In 2001, Mr. Graf founded and became chief executive officer of Praedea Solutions Inc. (“Pradea”), an enterprise software company. Subsequent to a sale of Pradea’s assets in 2006, it has been renamed PSI Capital Inc. (“PSIC”), and currently serves as an investment holding company for Mr. Graf, who continues to be chief executive officer of PSIC. Prior to founding Praedea, Mr. Graf held various investment banking roles with Merrill Lynch Bank of America, Deutsche Morgan Grenfell Group PLC, Smith Barney, and Morgan Stanley across both United States and Asia. We believe Mr. Graf’s extensive transaction expertise and experience serving on the boards of directors of public companies qualify him to serve as one of our directors.

Rick Hess is one of our independent directors. Mr. Hess is the founder and a Managing Partner of Cobalt Capital Inc. (“Cobalt”). He leads the firm and is responsible for deal origination and execution, as well as for the management of various Cobalt portfolio company relationships. Mr. Hess founded Evolution Media Capital (EMC) (“Evolution Media”) in 2008, an investment advisory firm created in partnership with Creative Artists Agency and served as its Managing Partner. He then formed Evolution Media, the early growth investing vehicle of TPG Growth (“TPG Growth”), which invested in partnership with TPG Growth from 2012 to 2019. Prior to Evolution Media, Rick created and led the Film Finance Group at Creative Artists Agency LLC (“CAA”). Under his leadership there, the group packaged, raised financing for, or sold more than 125 feature films, including Academy Award-winning films Crash, Brokeback Mountain, Goodnight and Good Luck, and The Tree of Life. Previously, he held executive positions at various film production companies. We believe Mr. Hess’s investment expertise and operating experience qualify him to serve as one of our directors.

Yaniv Ghitis is one of our independent directors. Mr. Ghitis is an investment specialist in Asia-Pacific with considerable experience in originating, structuring, negotiating and executing M&A and capital markets transactions across the region, including in Greater China, Southeast Asia, India, Korea, Japan and Australia. Mr. Ghitis has served as the Chief Investment Officer of Digital Edge, a leading APAC data center platform, since 2021. Prior to joining Digital Edge, he worked at J.P. Morgan for 17 years from 2004 to 2021 in its Hong Kong, New York, London and Tel Aviv offices. Most recently he served as Managing Director and Co-Head of J.P. Morgan Technology, Media and Telecom Investment Banking in Asia-Pacific, where he advised and raised capital for some of the most impactful technology and digital infrastructure companies in the region. Based in Hong Kong, Yaniv holds a Bachelor of Arts in Management and Economics and a Masters of Arts in Economics, both from Tel Aviv University. We believe Mr. Ghitis’s investment expertise and investment banking experience qualify him to serve as one of our directors.

Number and Terms of Office of Officers and Directors

Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

Pursuant to a registration and shareholder rights agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our sponsor, upon and following the consummation of an initial business combination, will be entitled to nominate three individuals for appointment of our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our second amended and restated memorandum and articles of association as it deems appropriate. Our second amended and restated memorandum and articles of association provides that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.

 

69

Table of Contents

Director Independence

NYSE American listing standards require that a majority of our board of directors be independent. Our board of directors has determined that James Graf, Rick Hess and Yaniv Ghitis are “independent directors” as defined in the NYSE American listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Our board of directors has three standing committees: an audit committee, a nominating & corporate governance committee, and a compensation committee. Subject to phase-in rules and a limited exception, the rules of NYSE American and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of NYSE American require that the compensation committee and the nominating & corporate governance committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established an audit committee of the board of directors. James Graf, Rick Hess and Yaniv Ghitis serve as members of our audit committee. Our board of directors has determined that each of James Graf, Rick Hess and Yaniv Ghitis are independent under the NYSE American listing standards and applicable SEC rules. James Graf serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that James Graf qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The audit committee is responsible for:

 

  •  

meeting with our independent registered public accounting firm regarding, among other issues, audits and the adequacy of our accounting and control systems;

 

  •  

monitoring the independence of the independent registered public accounting firm;

 

  •  

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

 

  •  

inquiring and discussing with management our compliance with applicable laws and regulations;

 

  •  

pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

 

  •  

appointing or replacing the independent registered public accounting firm;

 

  •  

determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

 

  •  

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

 

70

Table of Contents
  •  

monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and

 

  •  

reviewing and approving all payments made to our existing shareholders, officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

Nominating & Corporate Governance Committee

We have established a nominating & corporate governance committee of our board of directors. The members of our nominating & corporate governance committee are James Graf, Rick Hess and Yaniv Ghitis, and Rick Hess serves as chairman of the nominating & corporate governance committee. Our board of directors has determined that each of James Graf and Rick Hess are independent.

The nominating & corporate governance committee is responsible for overseeing the appointment of persons to be nominated to serve on our board of directors. The nominating & corporate governance committee considers persons identified by its members, management, shareholders, investment bankers and others.

The guidelines for selecting nominees, which are specified in a charter adopted by us, generally provides that persons to be nominated:

 

  •  

should have demonstrated notable or significant achievements in business, education or public service;

 

  •  

should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

 

  •  

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating & corporate governance committee will consider a number of qualifications relating to management and leadership experience, background, integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating & corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating & corporate governance committee does not distinguish among nominees recommended by shareholders and other persons.

Compensation Committee

We have established a compensation committee of our board of directors. The members of our compensation committee are James Graf, Rick Hess and Yaniv Ghitis, and James Graf serves as chairman of the compensation committee. Our board of directors has determined that each of James Graf and Rick Hess are independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

 

  •  

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chairman’s, President’s and Chief Executive Officer’s compensation, evaluating our Chairman’s, President’s and Chief Executive Officer’s performance in light of such goals and objectives, and determining and approving the remuneration (if any) of our Chairman, President and Chief Executive Officer based on such evaluation;

 

  •  

reviewing and approving the compensation of all of our other Section 16 executive officers, if any;

 

  •  

reviewing our executive compensation policies and plans;

 

71

Table of Contents
  •  

implementing and administering our incentive compensation and equity-based remuneration plans;

 

  •  

assisting management in complying with our proxy statement and annual report disclosure requirements;

 

  •  

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

 

  •  

producing a report on executive compensation to be included in our annual proxy statement; and

 

  •  

reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel, or other adviser and will be directly responsible for the appointment, compensation, and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE American and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

Investment Advisory Board

We have formed an investment advisory board, who assist our management team in sourcing suitable acquisition targets, provide business insights when we assess potential business combination targets and as we work to driving additional value in the businesses that we acquire. The members of the investment advisory board are as follows (in alphabetical order):

Meng Xiong Kuok is the founder and managing partner of K3 Ventures Pte Ltd. (“K3 Ventures”), a Singapore-based venture capital investment firm that works to identify and partner with visionary founders to create category-leading companies solving big problems in today’s world. K3 Ventures has invested globally in technology-enabled companies in areas such as digital payments, agronomy AI, social media, alternative proteins, and enterprise software. Some of K3 Ventures’ portfolio companies include Bytedance Ltd., Grab Holdings Inc. (“Grab”), Palantir Technologies Inc., Space Exploration Technologies Corp. (“SpaceX”), Planet Labs Inc., and Tuya, Inc.

 

72

Table of Contents

Khailee Ng is a managing partner of 500 Startups Management Co. LLC (“500 Startups”), a Silicon Valley based venture capital firm. Beyond investing in Silicon Valley, 500 Startups has set up more than a dozen funds in emerging markets, providing seed capital and growth programs to countries in the Middle East, Latin America, and Southeast Asia. Since 2010, the firm has invested in over 2,200 startup companies in over 70 countries, in line with its goal of developing an inclusive and globally connected innovation economy. With the firm, Mr. Ng has led over 180 investments in Southeast Asian tech startup companies, including Grab, Carousell Pte Ltd., and other regional champions. Prior to this, he was the founder of Groupsmore (acquired by Groupon Inc.) and a leading Malaysian online media company, Says.com (acquired by Media Prima Berhad).

Thomas Tsao is a co-founder and managing partner of Gobi Partners (“Gobi”), a venture capital firm headquartered in Shanghai and with offices in 13 locations across Asia. Established in 2002, Gobi is a leading investor in digital media, IT and TMT companies in China and ASEAN. Prior to Gobi, Mr. Tsao was a founder of the Beijing Technology Development Fund, sponsored by Beijing Enterprises and Tsinghua University Enterprise Group. Mr. Tsao has around three decades of experience in venture capital investments, operations, fund management, and investment banking in China and the United States, and was named to the Forbes list of “China’s Top Venture Capitalists” from 2013 to 2017.

Helen Wong is a partner at Qiming Weichuang Venture Capital Management (Beijing) Co., Ltd, focusing on TMT sector. Ms. Wong was ranked among the Top 100 venture capitalists in 2018 in China and Top 25 female venture capitalists in China from 2018 to 2020 by Forbes, and has currently expanded her responsibilities to cover South East Asia. Ms. Wong has over 12 years of experiences in the venture capital industry. Ms. Wong was an early investor in Tudou, Inc. (merged with Youku, Inc.). She was also involved in the investment of Alibaba Group Holding Ltd.. Ms. Wong’s exited deals include Mobike (acquired by Meituan Dianping), Lagou Network Technology Co. Ltd. (acquired by 51jobs, Inc.), Ruhnn Holding Limited American Depositary Shares (“Ruhnn”) (NASDAQ:RUHN), and Luoji Siwei (audio platform). Ms. Wong leads the investments in Kuaicai Xuetang (online personal finance education leader), Pratilipi (online literature platform in India), Akulaku (Southeast Asia new finance platform), Jingling (social e-commerce) and Afu (leading essential oils/skincare brand in China).

Our investment advisory board and its members, or our advisors, (i) assists us in sourcing and negotiating with potential business combination targets, (ii) provides business insights when we assess potential business combination targets and (iii) upon our request, provides business insights as we work to create additional value in the businesses that we acquire. In this regard, our advisors may fulfill some of the same functions as our board members. However, our advisors are not executive officers of our company and do not have any other employment arrangements with us. Moreover, our advisors are not under any fiduciary obligation to us nor will they perform board or committee functions, nor will they have any voting or decision-making capacity on our behalf. Our advisors are not required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which our board members are subject. Accordingly, if our strategic advisors become aware of a business combination opportunity that is suitable for any of the entities to which they have fiduciary or contractual obligations, they will honor their fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We may modify or expand our roster of advisors as we source potential business combination targets or create value in businesses that we may acquire.

Code of Ethics

We have adopted a code of ethics (“Code of Ethics”) applicable to our officers, directors, and employees. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Under Cayman Islands law, officers and directors owe the following fiduciary duties:

 

  •  

duty to act in good faith in what the officer or director believes to be in the best interests of the company as a whole;

 

  •  

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

 

73

Table of Contents
  •  

directors should not improperly fetter the exercise of future discretion;

 

  •  

duty to exercise powers fairly as between different sections of shareholders;

 

  •  

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

 

  •  

duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care, which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances, what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders, provided that there is full disclosure by the directors. This can be done by way of permission granted in the second amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Our officers and directors presently have, or may in the future have, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our second amended and restated memorandum and articles of association provides that, to the fullest extent permitted by applicable law: (i) no individual serving as an officer or a director shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:

 

Individual    Entity    Entity’s Business    Affiliation
Patrick Grove(1)    Catcha Group    Private Investments    Co-founder, Chairman, and Chief Executive Officer
Luke Elliott(1)    Catcha Group    Private Investments    Co-founder and Executive Director
James Graf    PSI Capital Inc.    Venture Capital Investments    Chief Executive Officer
Rick Hess(2)    Cobalt Capital    Venture Capital Investments    Founder and Chief Executive Officer
Yaniv Ghitis    Digital Edge    Digital infrastructure    Chief Investment Officer

 

(1)

Mr. Grove and Mr. Elliott are directors of portfolio companies of Catcha Group and its affiliated entities, and may be obligated to show acquisitions to such companies before we may pursue such acquisitions.

(2)

Mr. Hess is also a director of certain portfolio companies of Cobalt Capital and its affiliated entities, and he may be obligated to show acquisitions to such companies before we may pursue such acquisitions

Potential investors should also be aware of the following other potential conflicts of interest:

 

  •  

Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in, or may in the future engage in, several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

 

74

Table of Contents
  •  

Our sponsor subscribed for founder shares and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering.

 

  •  

Our officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our second amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our sponsor, directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Our officers and directors who own ordinary shares or warrants, directly or indirectly may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

 

  •  

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our sponsor, officers and directors may sponsor, form, or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Furthermore, in no event will our sponsor or any of our existing officers or directors or their respective affiliates be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination. Further, commencing on the date our securities are first listed on NYSE, we will also reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month.

 

75

Table of Contents

We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our officers and directors have agreed to vote their founder shares and public shares in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our second amended and restated memorandum and articles of association provides for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default, or willful neglect. We entered into indemnity agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our second amended and restated memorandum and articles of association. We expect to purchase a policy of officers’ and directors’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, as well as any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us, and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance, and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

 

Item 11.

Executive Compensation

Executive Officer and Director Compensation

None of our executive officers or directors have received any cash compensation for services rendered to us. We pay an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, our sponsor, executive officers, directors or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors or their respective affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our executive officers and directors for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors or their respective affiliates, prior to completion of our initial business combination.

 

76

Table of Contents

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 31, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of our shares of Class A ordinary shares and Class B ordinary shares, by:

 

  •  

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

 

  •  

each of our officers and directors that beneficially owns ordinary shares; and

 

  •  

all our officers and directors as a group.

In the table below, percentage ownership is based on 2,214,859 shares of Class A ordinary shares, and 7,500,000 shares of Class B ordinary shares issued and outstanding as of March 31, 2023. This number of shares is subsequent to the extraordinary general meeting held on February 14, 2023, to extend the date by which the we have to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by our board of directors (such date, the “Extended Date”). In connection with the vote, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash resulting in 2,214,859 shares of Class A ordinary shares issued and outstanding after the vote. Voting power represents the combined voting power of Class A ordinary shares and Class B ordinary shares owned beneficially by such person. On all matters to be voted upon, the holders of the Class A ordinary shares and Class B ordinary shares vote together as a single class. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of this report.

 

77

Table of Contents
     Class B ordinary shares     Class A ordinary shares        
Name of Beneficial Owners(1)   

Number of

Shares

Beneficially

Owned

     

Approximate

Percentage
of

Class

    

Number of

Shares

Beneficially

Owned

     

Approximate

Percentage
of

Class

    

Approximate

Percentage
of

Voting

Control

  

Catcha Holdings LLC(2)

      7,500,000        100 %      —          —              (4) 

Glazer Capital, LLC(3)

      —          —         299,000        13.50 %   

Patrick Grove

      7,500,000        100 %      —          —              (4) 

Luke Elliot

      7,500,000        100 %      —          —              (4) 

Wai Kit Wong

      —          —         —          —         —    

James Graf

      —          —         —          —         —    

Rick Hess

      —          —         —          —         —    

Yaniv Ghitis

      —          —         —          —         —    

All officers and directors as a group (six members)

      7,500,000        100 %      —          —         —    

 

(1)

Unless otherwise noted, the business address of each of our shareholders is 3 Raffles Place, #06-01 Bharat Building, Singapore 048617.

(2)

Represents 7,500,000 Class B ordinary shares directly held by our sponsor.

(3)

Based solely on the Schedule 13G filed jointly on March 10, 2023 by (i) Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”), with respect to the 299,000 Class A ordinary shares held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the “Glazer Funds”), and (ii) Mr. Paul J. Glazer, who serves as the Managing Member of Glazer Capital, with respect to the 299,000 Class A ordinary shares held by the Glazer Funds. The address of the business office of each of the above persons is 250 West 55th Street, Suite 30A, New York, New York 10019.

(4)

Patrick Grove and Luke Elliott share voting and investment control over the shares held by Catcha Holdings LLC. Mr. Grove and Mr. Elliott disclaim any beneficial ownership of the securities held by Catcha Holdings LLC other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

 

78

Table of Contents

Changes in Control

None.

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Founder Shares

On December 28, 2020, the sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001. On February 11, 2021, the Company effected a share capitalization resulting in the sponsor holding an additional 718,750 class B ordinary shares for an aggregate of 7,906,250 class B ordinary shares including up to 1,031,250 founder shares subject to forfeiture by the sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On February 17, 2021, the underwriters partially exercised their over-allotment option, hence, 625,000 founder shares were no longer subject to forfeiture.

The initial shareholders have agreed not to transfer, assign, or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial business combination, or (ii) the date on which the company completes a liquidation, merger, share exchange or other similar transaction after the initial business combination that results in all of the company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (2) if the company consummates a transaction after the initial business combination which results in the company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.

Private Placement Warrants

Substantially concurrent with the closing of the initial public offering, we completed the private placement sale of 5,333,333 Private Placement Warrants at a purchase price of $1.50 per private placement warrant, to the sponsor generating gross proceeds to the Company of $8,000,000. The proceeds from the sale of the Private Placement Warrants were 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 relevant period, the private placement warrants will expire worthless.

The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable, or salable until 30 days after the completion of the initial business combination and they will not be redeemable by the company so long as they are held by the sponsor or its permitted transferees. The sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by the company and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering.

Administrative Service Fee

We currently maintain our executive offices at Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore 038988. The cost for our use of this space and another office space in Kuala Lumpur, Malaysia is included in the $10,000 per month fee we pay to an affiliate of our sponsor for office space and administrative and support services, commencing on the date that our securities are first listed on NYSE. Upon the completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended business combination, the sponsor or an affiliate of the sponsor, or certain of the company’s officers and directors may, but are not obligated to, loan the company funds as may be required (“Working Capital Loans”). If the company completes the initial business combination, the company would repay the Working Capital Loans. In the event that the initial business combination does not close, the company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.

 

 

79

Table of Contents

On December 13, 2022, the Company issued an unsecured convertible promissory note (the “Convertible Promissory Note”) under the Working Capital Loan to the Sponsor, pursuant to which the Company may borrow up to $1,500,000 from the Sponsor. Such loan may, at the Sponsor’s discretion, be converted into Private Placement Warrants at a price of $1.50 per warrant as described above. The Convertible Promissory Note will not bear any interest, and will be repayable by the Company to the Sponsor, on a date that is the earlier of (a) the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities and (b) the liquidation of the Company. The maturity date of the Convertible Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined under the Convertible Promissory Note). As of December 31, 2022, no borrowings were made under the Convertible Promissory Note. Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note.

On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors, the Sponsor has agreed to deposit into the Company’s Trust Account established in connection with its IPO the lesser of (i) $75,000 or (ii) $0.0375 for each unredeemed public share, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve an initial Business Combination, and (ii) the date that $900,000 has been loaned. Up to the date that the financial statements were issued, the Company received $150,000 under the Extension Loan. Using these loans received, the company deposited two tranches of $75,000 into Trust Account on February 22, 2023 and March 21, 2023, respectively.

On March 9, 2023 the Company entered into a subscription agreement (the “Subscription Agreement”) with the Sponsor and Polar Multi-Strategy Master Fund (the “Investor”), pursuant to which, the Sponsor is seeking to raise $1,200,000 to fund the Extension and to provide working capital to the Company. The Sponsor has committed to fund $900,000 of this amount through the Extension Note described above and the Investor has agreed to provide the remaining $300,000. The the Company will request funds from the Sponsor for working capital purposes (“Drawdown Request”). Upon on at least five (5) calendar days’ prior written notice (“Capital Notice”) , the Sponsor may require a drawdown against the capital commitment in order to meet 25% of the Sponsor’s commitment to the Company under a Drawdown Request (“Capital Call”). In consideration of the Capital Call(s) made hereunder, the Company will issue 300,000 shares of Class A Common Stock to the Investor at the closing of a Business Combination. Any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or the Company shall pay to the Investor, an amount equal to all under the Subscription Agreement (the “Business Combination Payment”). The Company and Sponsor are jointly and severally obligated to make the Business Combination Payment to the Investor. The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or shares of Class A Common Stock at a rate of one share of Class A Common Stock for each $10 of the Capital Calls funded under this agreement. If the the Company liquidates without consummating a Business Combination, any amounts remaining in the Sponsor or the Company’s cash accounts after paying any outstanding third party invoices (excluding any due to the Sponsor), not including the Company’s Trust Account, will be paid to the Investor within five (5) days of the liquidation. As of December 31, 2022, no Working Capital Loans were outstanding.

Registration and Shareholders Rights

The holders of the founder shares, private placement warrants, and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the company’s completion of its initial business combination. However, the registration and shareholder rights agreement provides that the company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial business combination. The company will bear the expenses incurred in connection with the filing of any such registration statements

 

80

Table of Contents

Policy for Approval of Related Party Transactions

The audit committee of our board of directors adopted a charter that provides for the review, approval, and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon the completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.

 

Item 14.

Principal Accountant Fees and Services

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit Fees. Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by Marcum in connection with regulatory filings. During the years ended December 31, 2022 and 2021, fees for our independent registered public accounting firm were $122,055 and $115,878, respectively.

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. For the years ended December 31, 2022 and 2021 we did not pay Marcum any audit-related fees.

Tax Fees. During the years ended December 31, 2022 and 2021, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees. During the years ended December 31, 2022 and 2021, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

 

81

Table of Contents

PART IV

 

Item 15.

Exhibits, Financial Statement Schedules

 

  (a)

The following documents are filed as part of this Form 10-K:

 

  (1)

Financial Statements:

 

     Page  

Report of Independent Registered Public Accounting Firm (PCAOB ID 688)

      F-2  

Balance Sheets

      F-3  

Statements of Operations

      F-4  

Statements of Changes in Shareholders’ Equity (Deficit)

      F-5  

Statements of Cash Flows

      F-6  

Notes to Financial Statements

      F-7  

 

  (2)

Financial Statement Schedules:

None.

 

  (3)

Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

 

82

Table of Contents
Exhibit
No.		    Description
    3.1    Second Amended and Restated Memorandum and Articles of Association (2)
    3.2    Amendment to Amended and Restated Memorandum and Articles of Association (5)
    4.1    Warrant Agreement dated February 11, 2021 between Continental Stock Transfer & Trust Company and the Registrant (2)
    4.2    Description of Registrant’s Securities. (3)
    4.3    Specimen Unit Certificate. (1)
    4.4    Specimen Class A Ordinary Share Certificate. (1)
    4.5    Specimen Warrant Certificate. (1)
  10.1    Private Placement Warrants dated as of February 11, 2021 Purchase Agreement between the Company and Catcha Holdings LLC (2)
  10.2    Investment Management Trust Agreement dated as of February 11, 2021 between Continental Stock Transfer & Trust Company and the Company (2)
  10.3    Amendment No. 1 to Investment Management Trust Agreement dated as of February 14, 2023 between Continental Stock Transfer & Trust Company and the Company (5)
  10.4    Registration and Shareholder Rights Agreement dated as of February 11, 2021 among the Company and Catcha Holdings LLC (2)
  10.5    Letter Agreement dated February 11, 2021 among the Company, and Catcha Holdings LLC and each director and executive officer of the Company (2)
  10.6    Administrative Services Agreement dated February 11, 2021 between the Company and Catcha Holdings LLC (2)
  10.7    Indemnity Agreement, dated February 11, 2021, between the Company and Patrick Grove (2)
  10.8    Indemnity Agreement, dated February 11, 2021, between the Company and Luke Elliott (2)
  10.9    Indemnity Agreement, dated February 11, 2021, between the Company and Wai Kit Wong (2)
  10.10    Indemnity Agreement, dated February 11, 2021, between the Company and James Graf (2)
  10.11    Indemnity Agreement, dated February 11, 2021, between the Company and Rick Hess (2)
  10.12    Indemnity Agreement, dated February 22, 2022, between the Company and Yaniv Ghitis (4)
  10.13    Securities Subscription Agreement, dated December 28, 2020, between the Registrant and the Sponsor (1)
  10.14    Promissory Note, dated as of February 14, 2023 and issued to Catcha Holdings LLC (5)
  14.1    Code of Ethics (3)
  31.1    Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) *
  31.2    Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) *
  32.1    Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 **
  32.2    Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 **
101.INS*    Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.CAL*    Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*    Inline XBRL Taxonomy Extension Schema Document
101.DEF*    Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*    Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*    Inline XBRL Extension Presentation Linkbase Document
104*   

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Filed herewith.

**

Furnished herewith.

(1)

Incorporated by reference to the registrant’s Registration Statement on Form S-1/A, filed with the SEC on February 8, 2021.

(2)

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on February 18, 2021.

(3)

Incorporated by reference to the registrant’s Annual Report on Form 10-K, filed with the SEC on April 15, 2021.

(4)

Incorporated by reference to the registrant’s Annual Report on Form 10-K, filed with the SEC on March 31, 2022.

(5)

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on February 17, 2023.

 

83

Table of Contents
Item 16.

Form 10-K Summary

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

April 24, 2023

 

CATCHA INVESTMENT CORP

/s/ Patrick Grove

Name:   Patrick Grove
Title:   Chairman and Chief Executive Officer
  (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ Patrick Grove

Patrick Grove

   

Chairman and Chief Executive Officer

(Principal Executive Officer)

   April 24, 2023

/s/ Luke Elliott

Luke Elliott

   

Director and President

(Principal Financial and Accounting Officer)

   April 24, 2023

/s/ Wai Kit Wong

Wai Kit Wong

   

Chief Financial Officer

   April 24, 2023

/s/ James Graf

James Graf

   

Independent Director

   April 24, 2023

/s/ Rick Hess

Rick Hess

   

Independent Director

   April 24, 2023

/s/ Yaniv Ghitis

Yaniv Ghitis

   

Independent Director

   April 24, 2023

 

84

Table of Contents
P10D
CATCHA INVESTMENT CORP
INDEX TO FINANCIAL STATEMENTS
 
 
  
Page
 
  
 
F-2
 
  
 
F-3
 
  
 
F-4
 
  
 
F-5
 
  
 
F-6
 
  
 
F-7
 
 
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Catcha Investment Corp
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Catcha Investment Corp (the “Company”) as of December 31, 2022 and 2021, the related statem
ents of operations, changes in sharehold
ers’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2022, and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2022 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. If the Company does not complete a business combination by February 17, 2024, it will be required to liquidate. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Marcum LLP
Marcum
LLP
We have served as the Company’s auditor since 2020.
New York, NY
April 2
4
, 2023
 
F-2
CATCHA INVESTMENT CORP
BALANCE SHEETS
 
    
December 31,
2022
    
December 31,
2021
  
Assets
                 
Cash
    $ 20,706     $ 995,064  
Prepaid expenses
      33,875       41,955  
    
 
 
    
 
 
  
Total current assets
      54,581       1,037,019  
Investments held in Trust Account
      304,086,289       300,084,603  
    
 
 
    
 
 
  
Total Assets
   
$
304,140,870
 
  
$
301,121,622
 
    
 
 
    
 
 
  
Liabilities and Shareholders’ Deficit
                 
Accounts payable and accrued expenses
    $ 599,443     $ 474,254  
Due to Related Party
      125,625       6,000  
    
 
 
    
 
 
  
Total current liabilities
      725,068       480,254  
Warrant liability
      68,660       8,910,582  
Deferred underwriting fees
      10,500,000       10,500,000  
    
 
 
    
 
 
  
Total liabilities
   
 
11,293,728
 
  
 
19,890,836
 
    
 
 
    
 
 
  
Commitments and Contingencies (Note 7)
                 
Class A ordinary shares subject to possible redemption, 30,000,000 shares at redemption value of $10.14 and $10.00 per share as of December 31, 2022 and 2021, respectively
      304,086,289       300,084,603  
Shareholders’ Deficit:
                 
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
      —         —    
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding, (excluding 30,000,000 shares subject to possible redemption) at December 31, 2022 and 2021
      —         —    
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,500,000 shares issued and outstanding at December 31, 2022 and 2021
      750       750  
Additional
paid-in
capital
      —         —    
Accumulated deficit
      (11,239,897 )      (18,854,567 ) 
    
 
 
    
 
 
  
Total shareholders’ deficit
   
 
(11,239,147
) 
  
 
(18,853,817
) 
    
 
 
    
 
 
  
Total Liabilities and Shareholders’ Deficit
   
$
304,140,870
 
  
$
301,121,622
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of the financial statements.
 
F-3
CATCHA INVESTMENT CORP
STATEMENTS OF OPERATIONS
 
    
Year Ended

December 31,
  
    
2022
    
2021
  
Formation and operating costs
    $ 1,227,252     $ 931,308  
    
 
 
    
 
 
  
Loss from operations
   
 
(1,227,252
) 
  
 
(931,308
) 
Other income:
                 
Interest income from Trust Account
      4,001,686       84,603  
Transaction costs incurred in connection with IPO
      —         (795,046 ) 
Change in fair value of over-allotment option liability
      —         325,679  
Change in fair value of warrant liability
      8,841,922       12,255,052  
    
 
 
    
 
 
  
Total other income, net
      12,843,608       11,870,288  
    
 
 
    
 
 
  
Net income
   
$
11,616,356
 
  
$
10,938,980
 
    
 
 
    
 
 
  
Basic and diluted weighted average shares outstanding, redeemable Class A ordinary shares, subject to possible redemption
      30,000,000       26,136,986  
    
 
 
    
 
 
  
Basic and diluted net income per share
   
$
0.31
 
  
$
0.33
 
    
 
 
    
 
 
  
Basic and diluted weighted average shares outstanding,
non-redeemable
Class B ordinary shares
      7,500,000       7,419,521  
    
 
 
    
 
 
  
Basic and diluted net income per share
   
$
0.31
 
  
$
0.33
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of the financial statements.
 
F-4
CATCHA INVESTMENT CORP
STATEMENTS OF CHANGES IN SHAREHOLDERS’
EQUITY (
DEFICIT
)
FOR THE YEAR
S
ENDED DECEMBER 31, 2022 AND 2021
 
    
Class A
Ordinary Shares
     
Class B
Ordinary Shares
    
Additional
Paid-in

Capital
    
Accumulated

Deficit
    
Total
Shareholders’

Equity
(Deficit)
  
    
Shares
     
Amount
     
Shares
    
Amount
  
Balance – January 1, 2021
   
 
—  
 
   
$
 —  
 
   
 
7,906,250
 
  
$
791
 
  
$
24,209
 
  
$
(5,744
) 
  
$
19,256
 
Sale of 5,333,333 Private Placement Warrants on February 17, 2021, net of warrant liability
      —          —          —         —         624,720       —         624,720  
Forfeiture of over-allotment option of Class B ordinary shares
      —          —          (406,250 )      (41 )      41       —         —    
Re-measurement
of Class A ordinary shares to redemption value
      —          —          —         —         (648,970 )      (29,703,200 )      (30,352,170 ) 
Accretion of interest income to Class A shares subject to
possible
redemption
      —          —          —         —         —         (84,603 )      (84,603 ) 
Net income
      —          —          —         —         —         10,938,980       10,938,980  
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance as of December 31, 2021
   
 
—  
 
   
$
 —  
 
   
 
7,500,000
 
  
$
750
 
  
$
 —  
 
  
$
(18,854,567
) 
  
$
(18,853,817
) 
Accretion of interest income to Class A shares subject to
possible
redemption
      —          —          —         —         —         (4,001,686 )      (4,001,686 ) 
Net income
      —          —          —         —         —         11,616,356       11,616,356  
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance as of December 31, 2022
   
 
—  
 
   
$
 —  
 
   
 
7,500,000
 
  
$
750
 
  
$
 —  
 
  
$
(11,239,897
) 
  
$
(11,239,147
) 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of the financial statements.
 
F-5
CATCHA INVESTMENT CORP
STATEMENTS OF CASH FLOWS
 
    
Year Ended
December 31,
  
    
2022
    
2021
  
Cash Flows from Operating Activities:
                 
Net income
    $ 11,616,356     $ 10,938,980  
Adjustments to reconcile net income to net cash used in operating activities:
                 
Interest income from Trust Account
      (4,001,686 )      (84,603 ) 
Change in fair value of over-allotment option liability
      —         (325,679 ) 
Change in fair value of warrant liability
      (8,841,922 )      (12,255,052 ) 
Transaction costs incurred in connection with IPO
      —         795,046  
Changes in current assets and current liabilities:
                 
Prepaid expenses
      8,080       (41,955 ) 
Accounts payable and accrued expenses
      125,189       412,156  
Due to related party
      119,625       6,000  
    
 
 
    
 
 
  
Net cash used in operating activities
   
 
(974,358
) 
  
 
(555,107
) 
Cash Flows from Investing Activities:
                 
Purchase of investments held in Trust Account
      —         (900,107,534 ) 
Disposals of investments held in Trust Account
      —         600,108,000  
Cash deposited in Trust Account
      —         (466 ) 
    
 
 
    
 
 
  
Net cash used in investing activities
   
 
—  
 
  
 
(300,000,000
) 
Cash Flows from Financing Activities:
   
 
  
 
        
Proceeds from initial public offering, net of costs
      —         294,000,000  
Proceeds from private placement
      —         8,000,000  
Payment of promissory note
      —         (131,259 ) 
Payments of offering costs
      —         (318,570 ) 
    
 
 
    
 
 
  
Net cash provided by financing activities
   
 
—  
 
  
 
301,550,171
 
Net Change in Cash
   
 
(974,358
) 
  
 
995,064
 
Cash - Beginning
   
 
995,064
 
  
 
—  
 
    
 
 
    
 
 
  
Cash, end of the period
   
$
20,706
 
  
$
995,064
 
    
 
 
    
 
 
  
Supplemental Disclosure of
Non-cash
Financing Activities:
                 
Deferred underwriting commissions charged to additional
paid-in
capital
    $ —       $ 10,500,000  
    
 
 
    
 
 
  
Initial value of Class A ordinary shares subject to possible redemption
    $ —       $ 300,000,000  
    
 
 
    
 
 
  
Accretion of interest income to Class A shares subject to possible redemption
    $ 4,001,686     $ 84,603  
    
 
 
    
 
 
  
Initial classification of warrant liability
    $ —       $ 21,165,634  
    
 
 
    
 
 
  
Deferred offering costs paid under promissory note
    $ —       $ 126,259  
    
 
 
    
 
 
  
The accompanying notes are an integral part of the financial statements.
 
F-6
CATCHA INVESTMENT CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2022
NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS
Organization and General
Catcha Investment Corp (the “Company”) was incorporated as a Cayman Islands exempted company on December 17, 2020. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering, and after the initial public offering, searching for a Business Combination target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
non-operating
income in the form of interest income on cash and investments held in Trust Account from the proceeds derived from the initial public offering and will recognize changes in the fair value of warrant liability as other income (expense). The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”).
Financing
The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the initial public offering (the “Initial Public Offering” or “IPO”) of 30,000,000 units (the “Units” and, with respect to the Class A ordinary share included in the Units sold, the “Public Shares”), including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of the over-allotment, at $10.00 per Unit generating gross proceeds of $300,000,000, which is described in Note 3. Each Unit consists of one Class A ordinary share, and
one-third
of one warrant to purchase one Class A ordinary share. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each whole warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, February 17, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 3).
Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to the Company’s Sponsor, generating gross proceeds to the Company of $8,000,000, which is described in Note 4.
Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7under
the Investment Company Act that invests only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s second amended and restated memorandum and articles of association, and subject to the requirements of law and regulation, will provide that the proceeds from the IPO held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (i) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s second amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within
24
months from the closing of the IPO (the “Combination Period”) or during any extended time in which the Company has to consummate a Business Combination beyond the aforementioned period as a result of a shareholder vote to amend the second amended and restated memorandum and articles of association (an “Extension Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares, and (iii) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law.
 
F-7
Transaction costs amounted to $
17,031,183, consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees (see Note 7), and $531,183 of other offering costs. Of the $17,031,183 transaction costs, $16,236,137 was charged to additional
paid-in
capital and $795,046 was allocated to the public and private warrants and recorded as other income (loss).
Initial Business Combination
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).
The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.
The shareholders will be entitled to redeem their shares at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then outstanding public shares. The amount in the Trust Account was initially $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.
If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $
100,000
 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. On February 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved i) an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company has to consummate a business combination from February 17, 2023 to the Extended Date (the “Extension Amendment Proposal”), ii) a proposal (the “Trust Amendment Proposal”) to amend the Company’s investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between the Company and Continental Stock Transfer Company (“CST”), to extend the date by which the Company has to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as in determined by the Company’s board of directors (such date, the “Extended Date”). Following such approval by the Company’s shareholders, the Company and CST entered into the Amendment No. 1 to the IMTA on February 14, 2023 (the “IMTA Amendment”).
In connection with the vote to approve the Articles Amendment, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643.
The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s second amended and restated memorandum and articles of association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period or during any Extension Period.
 
F-8
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Going Concern
As of December 31, 2022, the Company had $20,706 in cash outside of the Trust Account and working capital deficit of $670,487
. On December 13, 2022, the Company issued an unsecured convertible promissory note (see Note 5) to the Sponsor, pursuant to which the Company may borrow up to $
1,500,000 (the “Convertible Promissory Note”) from the Sponsor. As of December 31, 2022, the Company has no
borrowings under such loan. Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note.
On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors (such date, the “Extended Date”), the Sponsor has agreed to deposit into the Company’s
T
rust
A
ccount established in connection with its IPO
the lesser of (i)
$75,000
or (ii) $0.0375 for each
unredeemed
 public share, for
each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve an initial Business Combination, and (ii) the date that $900,000
has been loaned. Up to the date that the financial statements were issued, the Company received $150,000 under the Extension Loan. Using these loans received, the company deposited two tranches of $75,000 into Trust Account on February 22, 2023 and March 21, 2023, respectively.
In addition to the $1,500,000 Convertible Promissory Note, in order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. Management will use these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating a Business Combination (including the Pending Business Combination). However, management expects the Company to continue to incur significant costs in pursuit of the consummation of a Business Combination and current funds may not be sufficient to operate the Company for at least the 12 months following the issuance of the financial statements contained herein. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Subtopic (“ASC”) 205-40, ”Presentation of Financial Statements – Going Concern,” management has determined that if the Company is unable to complete a Business Combination by February 17, 2024 or such earlier date as is determined by the Company’s board of directors, then the Company will cease all operations except for the purpose of liquidating. The mandatory liquidation, subsequent dissolution and the liquidity issues raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern.
Risks and Uncertainties
Management is currently evaluating the impact of the
 
COVID-19
 
pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.
 
F-9
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply on
on-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $20,706 and $995,064 in cash and did not have any cash equivalents as of December 31, 2022 and 2021, respectively.
Investments Held in Trust Account
At December 31, 2022 and 2021, the assets held in the Trust Account were held in cash, money market funds and U.S. Treasury securities. As of December 31, 2021, the Company classifies its United States Treasury securities with original maturities of more than three months but less than one year to be
held-to-maturity
in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments-Debt and Equity Securities.”
Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity.
Held-to-maturity
treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.
 
F-10
A decline in the market value of
held-to-maturity
securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to
year-end,
forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. There were no declines deemed to be other than temporary as of December 31, 2022 and 2021.
Premiums and discounts are amortized or accreted over the life of the related
held-to
maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.
As of December 31, 2022, the Company classifies its money market funds as trading securities in accordance with ASC 320 Topic. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in
interest income from
Trust Account in the accompanying statement of operations.
As of December 31, 2022, investments in the Company’s Trust Account consisted of $304,086,289
in money market funds that invest primarily in U.S Treasury securities.
As of December 31, 2021, investments in the Company’s Trust Account consisted of $466 in cash and $300,084,137 in U.S. Treasury Securities. All of the U.S. Treasury Securities purchased on February 18, 2021 and July 22, 2021 have matured on July 22, 2021 and November 26, 2021, respectively. The Company repurchased new Treasury Securities on November 26, 2021, which matured on May 26, 2022. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. These investments were classified as
held-to-maturity.
The Company did not have any
held-to-maturity
 securities as of December 31, 2022. The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities are as follows as of December 31, 2021:
 
    
Amortized Cost
and Carrying
Value
     
Gross
Unrealized
Gains
     
Gross
Unrealized
Losses
     
Fair Value as of
December 31,
2021
  
Held-to-Maturity
- U.S. Treasury Securities
    $ 300,084,137      $ —        $ (51,208 )     $ 300,032,929  
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value Measurements
FASB ASC Topic 820, “Fair Value
Measurement
” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.
 
F-11
The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets. The fair values of prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments.
Offering Costs Associated with IPO
The Company complies with the requirements of the ASC
340-10-S99
and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering”. Offering costs consist principally of underwriting fees, professional and registration fees that are related to the IPO.
FASB ASC
470-20,
“Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares.
Offering costs in the aggregate of $
16,236,137 have been charged to shareholders’ equity (deficit) (consisting of $5,724,193 in underwriting fees, plus $10,017,338 in deferred underwriting fees, and $494,606 of other offering costs), offering costs in the aggregate of $795,046 have been recorded as other income (loss) (consisting of $275,807 in underwriting fees, plus $482,662 in deferred underwriting fees, and $36,577 of other offering costs).
Over-allotment Option Liability
The Company accounted for the over-allotment option in accordance with the guidance contained in
ASC
 
815-40.
The over-allotment is not considered indexed to the Company’s own ordinary shares, and as such, it does not meet the criteria for equity treatment and is recorded as liabilities. On February 17, 2021, the underwriters exercised the over-allotment option partially and the remaining was expired on March 28, 2021. The fair value changes of over-allotment option liability between IPO closing date and the expiration date were recorded in operations during the year ended December 31, 2021.
 
F-12
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.
At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:
 
Gross proceeds from initial public offering
    $ 300,000,000  
Less: Proceeds allocated to Public Warrants
      (13,790,354 ) 
Less: Class A ordinary shares issuance costs
      (16,236,137 ) 
Less: Initial fair value of over-allotment option
      (325,679 ) 
Add: Remeasurement of Class A ordinary shares to redemption value
      30,352,170  
Add: Accretion of interest income to Class A shares subject to
possible
redemption
      84,603  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2021
   
 
300,084,603
 
Add: Accretion of interest income to Class A shares subject to
possible
redemption
      4,001,686  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2022
   
$
304,086,289
 
    
 
 
  
Warrant Liability
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then
re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or
non-current
based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
The Company accounts for the warrants issued in connection with the IPO and the Private Placement in accordance with the guidance contained in ASC
815-40.
Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to
re-measurement
at each reporting periods. With each such
re-measurement,
the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. As of December 31, 2022 and 2021, there were 15,333,333 warrants outstanding.
Net Income Per Share
The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 15,333,333 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year
s
ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods. In addition, the shares subject to forfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse.
 
F-13
The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings.
 
    
Year ended

December 31, 2022
     
Year ended

December 31, 2021
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Basic and diluted net income per share:
                                    
Numerator:
                                    
Allocation of net income
    $ 9,293,085      $ 2,323,271      $ 8,520,314      $ 2,418,666  
Denominator:
                                    
Weighted-average shares outstanding
      30,000,000        7,500,000        26,136,986        7,419,521  
Basic and diluted net income per share
    $ 0.31      $ 0.31      $ 0.33      $ 0.33  
Income Taxes
The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and
measurement
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, 2022 and 2021. The Company’s management determined that the Cayman Islands and Singapore are the Company’s only major tax jurisdictions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU
2020-06,
Debt-Debt with Conversion and Other Options
(Subtopic470-20)
and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own
Equity(“ASU2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas.
ASU
 
2020-06
is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that
ASU
 
2020-06
would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of December 31, 2022.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
 
F-14
NOTE 3. INITIAL PUBLIC OFFERING
On February 17, 2021, the Company sold 30,000,000 Units, including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of the over-allotment, at a purchase price of $10.00 per Unit. The over-allotment option covering an additional 1,625,000 units was expired on March 28, 2021. Each Unit consists of one Class A ordinary share, and
one-third
of one warrant to purchase one Class A ordinary share. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each whole warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, February 17, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.
Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act that invests only in direct U.S. government treasury obligations.
Warrants
As of December 31, 2022 and 2021, there were 10,000,000 public warrants and 5,333,333 private placement warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price (discussed below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price (discussed below) will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.
 
F-15
Redemption of warrants when the price per Class A ordinary share equals or exceeds $
18.00
.
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
 
  •  
in whole and not in part;
 
  •  
at a price of $0.01 per warrant;
 
  •  
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
 
  •  
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a
30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $
10.00
.
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
 
  •  
in whole and not in part;
 
  •  
at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares;
 
  •  
if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the30-tradingday period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
 
  •  
if the closing price of the Class A ordinary shares for any 20 trading days within
a30-tradingday
period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.
The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the ordinary shares in the Business Combination is payable in the form of ordinary shares in the successor entity, and if the holders of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary shares consists exclusively of cash, the amount of such cash per ordinary share, and (ii) in all other cases, the volume weighted average price of the ordinary shares as reported during the
ten-trading
day period ending on the trading day prior to the effective date of the Business Combination.
 
F-16
The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a
“fixed-for-fixed”
option as defined under FASB ASC Topic No. 815—40, and thus the warrants are not eligible for an exception from derivative accounting.
The accounting treatment of derivative financial instruments requires that the Company record a derivative liability at fair value upon the closing of the IPO. The warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value determined by the Monte Carlo simulation. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. If no events occurred during the period, the warrants will not be reclassified. The fair value of the liabilities is
re-measured
at the end of every reporting period and the change in fair value is reported in the statements of operations as a gain or loss on derivative financial instruments.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000.
The fair value of the warrants as of the Initial Public Offering was $1.38 per warrant, for a total initial fair value of $7,375,280. The excess of cash received over the fair value of the Private Placement Warrants was $624,720, and is reflected in additional paid-in capital on the statements of changes in shareholders’ equity (deficit) for the year ended December 31, 2022. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.
The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On December 28, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001. On February 11, 2021, the Company effected a share capitalization resulting in the sponsor holding an additional 718,750 class B ordinary shares for an aggregate of 7,906,250 class B ordinary shares including up to 1,031,250 Founder Shares subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On February 17, 2021, the underwriters partially exercised their over-allotment option, hence, 625,000 Founder Shares were no longer subject to forfeiture. At March 28, 2021, the over-allotment option expired, hence the 406,250 Class B ordinary shares were forfeited. As of December 31, 2022 and 2021, there were 7,500,000 Founder Shares issued and outstanding.
The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the
“lock-up”).
 
F-17
Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the
lock-up.
Due to related party
As of December 31, 2022 and 2021, the amount due to related party was $125,625 and $6,000, respectively, which represents the accrual of the administrative service fee described below.
Promissory Note-Related Party
On December 28, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company was allocated to borrow up to $300,000 to be used for a portion of the expenses of the IPO. These loans were
non-interest
bearing, unsecured and were due at the earlier of September 30, 2021 or the closing of the IPO. On February 22, 2021, the Company repaid $131,259 of amounts borrowed from the Sponsor, the funds of which were used to pay offering costs. The note was terminated at February 22, 2021.
Working Capital Loans
In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. A portion of the Working Capital Loans, not to exceed $1,500,000, may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants.
On December 13
,
2022, the Company issued an unsecured convertible promissory note (the “Convertible Promissory Note”) under the Working Capital Loan to the Sponsor, pursuant to which the Company may borrow up to $1,500,000 from the Sponsor. Such loan may, at the Sponsor’s discretion, be converted into Private Placement Warrants at a price of $1.50 per warrant as described above. The Convertible Promissory Note will not bear any interest, and will be repayable by the Company to the Sponsor, on a date that is the earlier of (a) the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities and (b) the liquidation of the Company. The maturity date of the Convertible Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined under the Convertible Promissory Note). As of December 31, 2022, no
borrowings were made under the Convertible Promissory Note. Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note.
Administrative Service Fee
The Company has agreed, commencing on the date the securities of the Company are first listed on NYSE, to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. For the year ended December 31, 2022 and for the period from February 12, 2021 (“Listing Date”) to December 31, 2021, the Company incurred $120,000 and $106,000 in expenses in connection with such services.
As of December 31, 2022 and 2021, there was $125,625 and $6,000 such expenses outstanding and recorded as due to related party on balance sheets. 
All such expenses were recorded in the accompanying statements of operations. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
 
F-18
NOTE 6. FAIR VALUE MEASUREMENTS
The following tables presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
 
    
December 31,
2022
     
Quoted Prices
In Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Assets
                                    
Investments held in Trust Account - Trading Securities
    $ 304,086,289      $ 304,086,289      $  —        $ —    
    
 
 
     
 
 
     
 
 
     
 
 
  
     $ 304,086,289      $ 304,086,289      $  —        $  —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities
                                    
Warrant Liability - Public Warrants
    $ 42,000      $ 42,000      $  —        $ —    
Warrant Liability - Private Warrants
      26,660        —          26,660        —    
    
 
 
     
 
 
     
 
 
     
 
 
  
     $ 68,660      $ 42,000      $ 26,660      $  —    
    
 
 
     
 
 
     
 
 
     
 
 
  
 
    
December 31,
2021
     
Quoted Prices
In Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Liabilities
                                    
Warrant Liability - Public Warrants
    $ 5,799,000      $ 5,799,000      $  —        $ —    
Warrant Liability - Private Warrants
      3,111,582        —          3,111,582        —    
    
 
 
     
 
 
     
 
 
     
 
 
  
     $       8,910,582      $       5,799,000      $ 3,111,582      $  —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Warrant Liability
The Company’s public and private warrant liabilities were valued using a Monte Carlo simulation at issuance date utilizing management judgment and pricing inputs from the quoted underlying ordinary shares. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the public and private warrant liabilities was initially classified as level 3.
On November 4, 2022, the New York Stock Exchange (the “NYSE”) notified the Company, and publicly announced, that the NYSE determined to commence proceedings to delist the Company’s warrants, each whole warrant exercisable for one Class A ordinary share and listed to trade on NYSE under the symbol “CHAA WS”, from the NYSE and that trading in the Warrants would be suspended immediately, due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. The public warrants began to trade over-the counter (OTC) since then.
On March 23, 2023, the Company received approval to transfer the listing of Class A ordinary shares from the NYSE to the NYSE American and on March 28, 2023, the Class A ordinary shares began trading on the NYSE American under the symbol “CHAA”. In connection with the transfer, effective March 28, 2023, any remaining units were mandatorily separated into its component parts and the units are no longer traded on the NYSE.
The Company’s public warrants began trading publicly on April 5, 2021. After this date, the public warrant values per share were based on the observed trading prices of the public warrants as of each balance sheet date. The fair value of the public warrant liability is classified as level 1 since April 5, 2021 and as of December 31, 2021 and 2022.
 
F-19
As of December 31, 2022 and 2021, the private placement warrant were valued using a Monte Carlo model using the quoted underlying public warrants. Due to the observable inputs in fair value estimation, the Private warrants were reclassified to level 2 as of December 31, 2021 and 2022.
The key inputs used in the Monte Carlo simulation for the private warrants as of December 31, 2022 and 2021 were as follows:
 
Input
  
December 31,
2022
 
 
December 31,
2021
 
 
February 17,
2021
 
Public Warrant Price
      0.004       0.58
 
 
 
N/A
 
Risk-free interest rate
      4.74 %      1.32
% 
 
 
0.76
% 
Expected term (years)
      0.76       5.63
 
 
 
6.03
 
Expected volatility
      5.4 %      10.5
% 
 
 
24.10
% 
Stock price
    $ 10.09     $ 9.77
 
 
$
9.54
 
Exercise price
    $ 11.50     $ 11.50
 
 
$
11.50
 
Likelihood of Completing a Business Combination
      50 %      95
% 
 
 
—  
% 
The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3:
 
    
Warrant
Liability
  
Fair value at December 31, 2020
    $ —    
Initial fair value of public and private warrant liabilities
      21,165,634  
Change in fair value of public and private warrants
      (5,935,084 ) 
Public warrants transferred to level 1 on April 5, 2021
      (9,800,000 ) 
Change in fair value of private warrants
      (2,318,968 ) 
Private warrants transferred to level 2 as of December 31, 2021
      (3,111,582 ) 
    
 
 
  
Fair Value at December 31, 2021
    $ —    
    
 
 
  
NOTE 7. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable
Lock-up
period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
The underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $10,500,000, held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. The deferred underwriting fee is included as a liability on the balance sheets as of December 31, 2022 and 2021.
 
F-20
NOTE 8. SHAREHOLDER’S DEFICIT
Preference shares
The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were no preference shares issued or outstanding.
Class A ordinary shares
The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no Class A ordinary shares issued and outstanding, excluding 30,000,000 Class A ordinary shares subject to possible redemption.
Class B ordinary shares
The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 per share. At December 31, 2022 and 2021, there were 7,500,000 Class B ordinary shares issued and outstanding.
Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s second amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.
The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted
basis, 20%of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans, unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than
one-to-one.
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
On February 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved i) an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company has to consummate a business combination from February 17, 2023 to the Extended Date (the “Extension Amendment Proposal”), ii) a proposal (the “Trust Amendment Proposal”) to amend the Company’s investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between the Company and Continental Stock Transfer & Trust Company (“CST”), to extend the date by which the Company has to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors (such date, the “Extended Date”). Following such approval by the Company’s shareholders, the Company and CST entered into the Amendment No. 1 to the IMTA on February 14, 2023 (the “IMTA Amendment”).
 
F-21
In connection with the vote to approve the Articles Amendment, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643.
On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to the Extended Date, the Sponsor has agreed to deposit into the Company’s trust account established in connection with its IPO
the lesser of (i)
$75,000
or (ii) $0.0375 f
or each un
redeemed public share, for
each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve an initial Business Combination, and (ii) the date that $900,000 has been loaned. Such loan may, at the Sponsor’s discretion, be converted into warrants (the “Extension Loan Warrants”) to purchase Class A ordinary shares of the Company, par value $0.0001 per share, at a conversion price equal to $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share of the Company at a price of $11.50
per share, subject to the same adjustments applicable to the Private Placement Warrants in connection with the IPO of the Company’s securities. The terms of the Extension Loan Warrants will be identical to those of the Private Placement Warrants. The Extension Loan will not bear any interest, and will be repayable by the Company to the Sponsor, on a date that is the earlier of (a) the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or mor
e
 businesses or entities and (b) the liquidation of the Company. The maturity date of the Extension Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Extension Note). Up to the date that the financial statements were issued, the Company received $150,000 under the Extension Loan. Using these loans received, the company deposited two
tranches
of $75,000 into Trust Account on February 22, 2023 and March 21, 2023, respectively.
On March 9,
 
2023
the Company entered into a subscription agreement
 
(the “Subscription Agreement”)
 
with the Sponsor and Polar Multi-Strategy Master Fund (the “Investor”), pursuant to which, the Sponsor is seeking to raise $
1,200,000
to fund the Extension and to provide working capital to the Company. The Sponsor has committed to fund $900,000 of this amount through the Extension Note described above and the Investor has agreed to provide the remaining $300,000
. The the Company will request funds from the Sponsor for working capital purposes (“Drawdown Request”). Upon on at least five (5) calendar days’ prior written notice (“Capital Notice”) , the Sponsor may require a drawdown against the capital commitment in order to meet
25% of the Sponsor’s commitment to the Company under a Drawdown Request (“Capital Call”). In consideration of the Capital Call(s) made hereunder, the Company will issue 300,000 shares of Class A Common Stock to the Investor at the closing of a Business Combination. Any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or the Company shall pay to the Investor, an amount equal to all
under the Subscription Agreement (the “
Business Combination Payment
”).
The Company and Sponsor are jointly and severally obligated to make the Business Combination Payment to the Investor. The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or shares of Class A Common Stock at a rate of one share of Class A Common Stock for each $10 of the Capital Calls funded under this agreement. If the the Company liquidates without consummating a Business Combination, any amounts remaining in the Sponsor or the Company’s cash accounts after paying any outstanding third party invoices (excluding any due to the Sponsor), not including the Company’s
Trust Account
, will be paid to the Investor within five (5) days of the liquidation.
Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note.
On March 14, 2023, the Company entered an agreement with Chardan Capital Markets, LLC (“Chardan”) with respect to an event of a stock exchange demand for action by the Company (“Interim Listing Project”) at a time other than the initial closing of a business combination involving the Company and a target or targets. The agreement calls for Chardan to receive a fee of $175,000 at the signing of the agreement and a deferred fee of $275,000 at the earlier of (i) the closing of the Transaction from the closing flow-of-funds or (ii) upon the liquidation of the trust account if the Company has not consummated a business combination. Up to the date that the financial statements were issued, the Company has paid $350,000 to Chardan.
On March 26, 2023, the Company entered an agreement with Alumia SARL (“Alumnia”) to act as a non-exclusive transactional and strategic capital markets advisor to the Company assisting introductions and with respect to the Company’s potential business combination. The agreement calls for Alumnia to receive simultaneously with the closing of the Business Combination (a) a fee in the amount of $2,500,000 and (b) a fee of 4% multiplied by the dollar amount of the PIPE provided by third party investors identified and introduced by Alumnia, regardless of whether the counterparty in the applicable business combination was a subject target, payable upon the closing.
 
F-22
 EX-31.1 2 d389610dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION

PURSUANT TO RULE 13a-14 AND 15d-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Patrick Grove, certify that:

 

1.

I have reviewed this Annual Report on Form 10-K of Catcha Investment Corp;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: April 24, 2023

 

By:  

/s/ Patrick Grove

  Name: Patrick Grove
 

Title: Chairman and Chief Executive Officer

(Principal Executive Officer)

 EX-31.2 3 d389610dex312.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION

PURSUANT TO RULE 13a-14 AND 15d-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Luke Elliott, certify that:

 

1.

I have reviewed this Annual Report on Form 10-K of Catcha Investment Corp;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: April 24, 2023

 

By:  

/s/ Luke Elliott

  Name: Luke Elliott
  Title: Director & President
  (Principal Financial and Accounting Officer)
 EX-32.1 4 d389610dex321.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Annual Report of Catcha Investment Corp (the “Company”) on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Patrick Grove, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 24, 2023

 

By:  

/s/ Patrick Grove

  Name: Patrick Grove
  Title: Chairman and Chief Executive Officer
  (Principal Executive Officer)
 EX-32.2 5 d389610dex322.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Annual Report of Catcha Investment Corp (the “Company”) on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Luke Elliott, Director and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 24, 2023

 

By:  

/s/ Luke Elliott

  Name: Luke Elliott
  Title: Director and President
  (Principal Financial and Accounting Officer)
 EX-101.SCH 6 chaa-20221231.xsd XBRL TAXONOMY EXTENSION SCHEMA 1001 - Document - Cover Page link:presentationLink link:definitionLink link:calculationLink 1002 - Statement - Balance Sheets link:presentationLink link:definitionLink link:calculationLink 1003 - Statement - Balance Sheets (Parenthetical) link:presentationLink link:definitionLink link:calculationLink 1004 - Statement - Statements Of Operations link:presentationLink link:definitionLink link:calculationLink 1005 - Statement - Statements Of Changes In Shareholders' Equity (Deficit) link:presentationLink link:definitionLink link:calculationLink 1006 - Statement - Statements Of Changes In Shareholders' Equity (Deficit) (Parenthetical) link:presentationLink link:definitionLink link:calculationLink 1007 - Statement - Statements Of Cash Flows link:presentationLink link:definitionLink link:calculationLink 1008 - Disclosure - Organization and Business Operation link:presentationLink link:definitionLink link:calculationLink 1009 - Disclosure - Summary Of Significant Accounting Policies link:presentationLink link:definitionLink link:calculationLink 1010 - Disclosure - Initial Public Offering link:presentationLink link:definitionLink link:calculationLink 1011 - Disclosure - Private Placement link:presentationLink link:definitionLink link:calculationLink 1012 - Disclosure - Related Party Transactions link:presentationLink link:definitionLink link:calculationLink 1013 - Disclosure - Fair Value Measurements link:presentationLink link:definitionLink link:calculationLink 1014 - Disclosure - Commitments and Contingencies link:presentationLink link:definitionLink link:calculationLink 1015 - Disclosure - Shareholder's Deficit link:presentationLink link:definitionLink link:calculationLink 1016 - Disclosure - Subsequent Events link:presentationLink link:definitionLink link:calculationLink 1017 - Disclosure - Summary Of Significant Accounting Policies (Policies) link:presentationLink link:definitionLink link:calculationLink 1018 - Disclosure - Summary Of Significant Accounting Policies (Tables) link:presentationLink link:definitionLink link:calculationLink 1019 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:definitionLink link:calculationLink 1020 - Disclosure - Organization and Business Operation - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1021 - Disclosure - Summary Of Significant Accounting Policies - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1022 - Disclosure - Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) link:presentationLink link:definitionLink link:calculationLink 1023 - Disclosure - Summary Of Significant Accounting Policies - Summary of Debt Securities held-to-maturity (Detail) link:presentationLink link:definitionLink link:calculationLink 1024 - Disclosure - Summary Of Significant Accounting Policies - Summary of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet (Detail) link:presentationLink link:definitionLink link:calculationLink 1025 - Disclosure - Initial Public Offering - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1026 - Disclosure - Private Placement - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1027 - Disclosure - Related Party Transactions - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1028 - Disclosure - Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value (Detail) link:presentationLink link:definitionLink link:calculationLink 1029 - Disclosure - Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) link:presentationLink link:definitionLink link:calculationLink 1030 - Disclosure - Fair Value Measurements - Summary of the changes in the fair value of the warrant liability (Detail) link:presentationLink link:definitionLink link:calculationLink 1031 - Disclosure - Commitments and Contingencies - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1032 - Disclosure - Shareholder's Deficit - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1033 - Disclosure - Subsequent Events - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink EX-101.CAL 7 chaa-20221231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 8 chaa-20221231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 9 chaa-20221231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE EX-101.PRE 10 chaa-20221231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE XML 11 R1.htm IDEA: XBRL DOCUMENT v3.23.1
Cover Page - USD ($)
 12 Months Ended
Dec. 31, 2022
Apr. 17, 2023
Jun. 30, 2022
Document Information [Line Items]      
Document Type 10-K    
Amendment Flag false    
Document Annual Report true    
Document Transition Report false    
Document Fiscal Period Focus FY    
Document Period End Date Dec. 31, 2022    
Document Fiscal Year Focus 2022    
Current Fiscal Year End Date --12-31    
Entity Registrant Name CATCHA INVESTMENT CORP    
Entity Central Index Key 0001838293    
Entity Filer Category Non-accelerated Filer    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
City Area Code 65    
Local Phone Number 6829-2294    
Entity File Number 001-40061    
Entity Tax Identification Number 98-1574476    
Entity Address, Address Line One Level 42, Suntec Tower Three    
Entity Address, Postal Zip Code 038988    
Entity Address, City or Town Temasek Blvd    
Entity Address, Country SG    
Entity Incorporation, State or Country Code E9    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
Entity Shell Company true    
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share    
Trading Symbol CHAA    
Security Exchange Name NYSEAMER    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Public Float     $ 294,600,000
Auditor Name Marcum LLP    
Auditor Firm ID 688    
Auditor Location New York, NY    
Class A Ordinary shares [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   2,214,859  
Class B Ordinary shares [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   7,500,000  
XML 12 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Balance Sheets - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Assets    
Cash $ 20,706 $ 995,064
Prepaid expenses 33,875 41,955
Total current assets 54,581 1,037,019
Investments held in Trust Account 304,086,289 300,084,603
Total Assets 304,140,870 301,121,622
Liabilities and Shareholders' Deficit    
Accounts payable and accrued expenses 599,443 474,254
Due to Related Party 125,625 6,000
Total current liabilities 725,068 480,254
Warrant liability 68,660 8,910,582
Deferred underwriting fees 10,500,000 10,500,000
Total liabilities 11,293,728 19,890,836
Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption, 30,000,000 shares at redemption value of $10.14 and $10.00 per share as of December 31, 2022 and 2021, respectively 304,086,289 300,084,603
Shareholders' Deficit:    
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital 0
Accumulated deficit (11,239,897) (18,854,567)
Total shareholders' deficit (11,239,147) (18,853,817)
Total Liabilities and Shareholders' Deficit 304,140,870 301,121,622
Class A Ordinary shares [Member]    
Shareholders' Deficit:    
Common shares 0 0
Class B Ordinary shares [Member]    
Shareholders' Deficit:    
Common shares $ 750 $ 750
XML 13 R3.htm IDEA: XBRL DOCUMENT v3.23.1
Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Temporary equity shares outstanding 30,000,000 30,000,000
Temporary equity par or stated value per share $ 10.14 $ 10
Preferred stock par or stated value per share $ 0.0001 $ 0.0001
Preferred stock shares authorized 5,000,000 5,000,000
Preferred stock shares issued 0 0
Preferred stock shares outstanding 0 0
Common Class A [Member]    
Temporary equity shares outstanding 30,000,000 30,000,000
Common stock par or stated value per share $ 0.0001 $ 0.0001
Common stock shares authorized 500,000,000 500,000,000
Common stock shares issued 0 0
Common stock shares outstanding 0 0
Common Class B [Member]    
Common stock par or stated value per share $ 0.0001 $ 0.0001
Common stock shares authorized 50,000,000 50,000,000
Common stock shares issued 7,500,000 7,500,000
Common stock shares outstanding 7,500,000 7,500,000
XML 14 R4.htm IDEA: XBRL DOCUMENT v3.23.1
Statements Of Operations - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Formation and operating costs $ 1,227,252 $ 931,308
Loss from operations (1,227,252) (931,308)
Interest income from Trust Account 4,001,686 84,603
Transaction costs incurred in connection with IPO 0 (795,046)
Change in fair value of overallotment option liability 0 325,679
Change in fair value of warrant liability 8,841,922 12,255,052
Total other income, net 12,843,608 11,870,288
Net income $ 11,616,356 $ 10,938,980
Class A ordinary shares subject to possible redemption [Member]    
Basic weighted average shares outstanding 30,000,000 26,136,986
Diluted weighted average shares outstanding 30,000,000 26,136,986
Basic net income per share $ 0.31 $ 0.33
Diluted net income per share $ 0.31 $ 0.33
Non-redeemable ordinary shares    
Basic weighted average shares outstanding 7,500,000 7,419,521
Diluted weighted average shares outstanding 7,500,000 7,419,521
Basic net income per share $ 0.31 $ 0.33
Diluted net income per share $ 0.31 $ 0.33
XML 15 R5.htm IDEA: XBRL DOCUMENT v3.23.1
Statements Of Changes In Shareholders' Equity (Deficit) - USD ($)
Total
Revision of Prior Period, Adjustment [Member]
Additional Paid-in Capital [Member]
Additional Paid-in Capital [Member]
Over-Allotment Option [Member]
Accumulated Deficit [Member]
Class A Ordinary shares [Member]
Class A Ordinary shares [Member]
Common Stock [Member]
Class B Ordinary shares [Member]
Common Stock [Member]
Class B Ordinary shares [Member]
Common Stock [Member]
Over-Allotment Option [Member]
Beginning balance at Dec. 31, 2020 $ 19,256   $ 24,209   $ (5,744)   $ 0 $ 791  
Beginning balance, Shares at Dec. 31, 2020             0 7,906,250  
Sale of 5,333,333 Private Placement Warrants on February 17, 2021, net of warrant liability 624,720   624,720            
Forfeiture of over-allotment option of Class B ordinary shares, Shares                 (406,250)
Forfeiture of over-allotment option of Class B ordinary shares       $ 41         $ (41)
Re-measurement of Class A ordinary shares to redemption value (30,352,170)   (648,970)   (29,703,200) $ 30,352,170      
Accretion of interest income to Class A shares subject to possible redemption (84,603) $ (84,603)     (84,603) (84,603)      
Net income 10,938,980       10,938,980        
Ending balance at Dec. 31, 2021 (18,853,817)     (18,854,567)   $ 0 $ 750  
Ending balance, Shares at Dec. 31, 2021             0 7,500,000  
Accretion of interest income to Class A shares subject to possible redemption (4,001,686) $ (4,001,686)     (4,001,686) $ (4,001,686)      
Net income 11,616,356       11,616,356        
Ending balance at Dec. 31, 2022 $ (11,239,147)     $ (11,239,897)   $ 0 $ 750  
Ending balance, Shares at Dec. 31, 2022             0 7,500,000  
XML 16 R6.htm IDEA: XBRL DOCUMENT v3.23.1
Statements Of Changes In Shareholders' Equity (Deficit) (Parenthetical)
Feb. 17, 2021
shares
Private Placement Warrants [Member]  
Class of warrants or rights warrants issued during the period 5,333,333
XML 17 R7.htm IDEA: XBRL DOCUMENT v3.23.1
Statements Of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Cash Flows from Operating Activities:    
Net income $ 11,616,356 $ 10,938,980
Adjustments to reconcile net income to net cash used in operating activities:    
Interest income from Trust Account (4,001,686) (84,603)
Change in fair value of over-allotment option liability 0 (325,679)
Change in fair value of warrant liability (8,841,922) (12,255,052)
Transaction costs incurred in connection with IPO 0 795,046
Changes in current assets and current liabilities:    
Prepaid expenses 8,080 (41,955)
Accounts payable and accrued expenses 125,189 412,156
Due to related party 119,625 6,000
Net cash used in operating activities (974,358) (555,107)
Cash Flows from Investing Activities:    
Purchase of investments held in Trust Account 0 (900,107,534)
Disposals of investments held in Trust Account 0 600,108,000
Cash deposited in Trust Account 0 (466)
Net cash used in investing activities 0 (300,000,000)
Cash Flows from Financing Activities:    
Proceeds from initial public offering, net of costs 0 294,000,000
Proceeds from private placement 0 8,000,000
Payment of promissory note 0 (131,259)
Payments of offering costs 0 (318,570)
Net cash provided by financing activities 0 301,550,171
Net Change in Cash (974,358) 995,064
Cash - Beginning 995,064 0
Cash, end of the period 20,706 995,064
Supplemental Disclosure of Non-cash Financing Activities:    
Deferred underwriting commissions charged to additional paid-in capital 0 10,500,000
Initial value of Class A ordinary shares subject to possible redemption 0 300,000,000
Accretion of interest income to Class A shares subject to possible redemption 4,001,686 84,603
Initial classification of warrant liability 0 21,165,634
Deferred offering costs paid under promissory note $ 0 $ 126,259
XML 18 R8.htm IDEA: XBRL DOCUMENT v3.23.1
Organization and Business Operation
 12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Business Operation
NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS
Organization and General
Catcha Investment Corp (the “Company”) was incorporated as a Cayman Islands exempted company on December 17, 2020. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering, and after the initial public offering, searching for a Business Combination target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
non-operating
income in the form of interest income on cash and investments held in Trust Account from the proceeds derived from the initial public offering and will recognize changes in the fair value of warrant liability as other income (expense). The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”).
Financing
The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the initial public offering (the “Initial Public Offering” or “IPO”) of 30,000,000 units (the “Units” and, with respect to the Class A ordinary share included in the Units sold, the “Public Shares”), including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of the over-allotment, at $10.00 per Unit generating gross proceeds of $300,000,000, which is described in Note 3. Each Unit consists of one Class A ordinary share, and
one-third
of one warrant to purchase one Class A ordinary share. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each whole warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, February 17, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 3).
Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to the Company’s Sponsor, generating gross proceeds to the Company of $8,000,000, which is described in Note 4.
Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7under
the Investment Company Act that invests only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s second amended and restated memorandum and articles of association, and subject to the requirements of law and regulation, will provide that the proceeds from the IPO held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (i) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s second amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within
24
months from the closing of the IPO (the “Combination Period”) or during any extended time in which the Company has to consummate a Business Combination beyond the aforementioned period as a result of a shareholder vote to amend the second amended and restated memorandum and articles of association (an “Extension Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares, and (iii) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law.
 
Transaction costs amounted to $
17,031,183, consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees (see Note 7), and $531,183 of other offering costs. Of the $17,031,183 transaction costs, $16,236,137 was charged to additional
paid-in
capital and $795,046 was allocated to the public and private warrants and recorded as other income (loss).
Initial Business Combination
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).
The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.
The shareholders will be entitled to redeem their shares at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then outstanding public shares. The amount in the Trust Account was initially $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.
If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $
100,000
 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. On February 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved i) an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company has to consummate a business combination from February 17, 2023 to the Extended Date (the “Extension Amendment Proposal”), ii) a proposal (the “Trust Amendment Proposal”) to amend the Company’s investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between the Company and Continental Stock Transfer Company (“CST”), to extend the date by which the Company has to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as in determined by the Company’s board of directors (such date, the “Extended Date”). Following such approval by the Company’s shareholders, the Company and CST entered into the Amendment No. 1 to the IMTA on February 14, 2023 (the “IMTA Amendment”).
In connection with the vote to approve the Articles Amendment, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643.
The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s second amended and restated memorandum and articles of association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period or during any Extension Period.
 
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Going Concern
As of December 31, 2022, the Company had $20,706 in cash outside of the Trust Account and working capital deficit of $670,487
. On December 13, 2022, the Company issued an unsecured convertible promissory note (see Note 5) to the Sponsor, pursuant to which the Company may borrow up to $
1,500,000 (the “Convertible Promissory Note”) from the Sponsor. As of December 31, 2022, the Company has no
borrowings under such loan. Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note.
On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors (such date, the “Extended Date”), the Sponsor has agreed to deposit into the Company’s
T
rust
A
ccount established in connection with its IPO
the lesser of (i)
$75,000
or (ii) $0.0375 for each
unredeemed
 public share, for
each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve an initial Business Combination, and (ii) the date that $900,000
has been loaned. Up to the date that the financial statements were issued, the Company received $150,000 under the Extension Loan. Using these loans received, the company deposited two tranches of $75,000 into Trust Account on February 22, 2023 and March 21, 2023, respectively.
In addition to the $1,500,000 Convertible Promissory Note, in order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. Management will use these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating a Business Combination (including the Pending Business Combination). However, management expects the Company to continue to incur significant costs in pursuit of the consummation of a Business Combination and current funds may not be sufficient to operate the Company for at least the 12 months following the issuance of the financial statements contained herein. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Subtopic (“ASC”) 205-40, ”Presentation of Financial Statements – Going Concern,” management has determined that if the Company is unable to complete a Business Combination by February 17, 2024 or such earlier date as is determined by the Company’s board of directors, then the Company will cease all operations except for the purpose of liquidating. The mandatory liquidation, subsequent dissolution and the liquidity issues raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern.
Risks and Uncertainties
Management is currently evaluating the impact of the
 
COVID-19
 
pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.
XML 19 R9.htm IDEA: XBRL DOCUMENT v3.23.1
Summary Of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Summary Of Significant Accounting Policies
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply on
on-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $20,706 and $995,064 in cash and did not have any cash equivalents as of December 31, 2022 and 2021, respectively.
Investments Held in Trust Account
At December 31, 2022 and 2021, the assets held in the Trust Account were held in cash, money market funds and U.S. Treasury securities. As of December 31, 2021, the Company classifies its United States Treasury securities with original maturities of more than three months but less than one year to be
held-to-maturity
in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments-Debt and Equity Securities.”
Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity.
Held-to-maturity
treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.
 
A decline in the market value of
held-to-maturity
securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to
year-end,
forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. There were no declines deemed to be other than temporary as of December 31, 2022 and 2021.
Premiums and discounts are amortized or accreted over the life of the related
held-to
maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.
As of December 31, 2022, the Company classifies its money market funds as trading securities in accordance with ASC 320 Topic. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in
interest income from
Trust Account in the accompanying statement of operations.
As of December 31, 2022, investments in the Company’s Trust Account consisted of $304,086,289
in money market funds that invest primarily in U.S Treasury securities.
As of December 31, 2021, investments in the Company’s Trust Account consisted of $466 in cash and $300,084,137 in U.S. Treasury Securities. All of the U.S. Treasury Securities purchased on February 18, 2021 and July 22, 2021 have matured on July 22, 2021 and November 26, 2021, respectively. The Company repurchased new Treasury Securities on November 26, 2021, which matured on May 26, 2022. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. These investments were classified as
held-to-maturity.
The Company did not have any
held-to-maturity
 securities as of December 31, 2022. The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities are as follows as of December 31, 2021:
 
    
Amortized Cost
and Carrying
Value
     
Gross
Unrealized
Gains
     
Gross
Unrealized
Losses
     
Fair Value as of
December 31,
2021
  
Held-to-Maturity
- U.S. Treasury Securities
    $ 300,084,137      $ —        $ (51,208 )     $ 300,032,929  
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value Measurements
FASB ASC Topic 820, “Fair Value
Measurement
” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.
 
The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets. The fair values of prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments.
Offering Costs Associated with IPO
The Company complies with the requirements of the ASC
340-10-S99
and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering”. Offering costs consist principally of underwriting fees, professional and registration fees that are related to the IPO.
FASB ASC
470-20,
“Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares.
Offering costs in the aggregate of $
16,236,137 have been charged to shareholders’ equity (deficit) (consisting of $5,724,193 in underwriting fees, plus $10,017,338 in deferred underwriting fees, and $494,606 of other offering costs), offering costs in the aggregate of $795,046 have been recorded as other income (loss) (consisting of $275,807 in underwriting fees, plus $482,662 in deferred underwriting fees, and $36,577 of other offering costs).
Over-allotment Option Liability
The Company accounted for the over-allotment option in accordance with the guidance contained in
ASC
 
815-40.
The over-allotment is not considered indexed to the Company’s own ordinary shares, and as such, it does not meet the criteria for equity treatment and is recorded as liabilities. On February 17, 2021, the underwriters exercised the over-allotment option partially and the remaining was expired on March 28, 2021. The fair value changes of over-allotment option liability between IPO closing date and the expiration date were recorded in operations during the year ended December 31, 2021.
 
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.
At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:
 
Gross proceeds from initial public offering
    $ 300,000,000  
Less: Proceeds allocated to Public Warrants
      (13,790,354 ) 
Less: Class A ordinary shares issuance costs
      (16,236,137 ) 
Less: Initial fair value of over-allotment option
      (325,679 ) 
Add: Remeasurement of Class A ordinary shares to redemption value
      30,352,170  
Add: Accretion of interest income to Class A shares subject to
possible
redemption
      84,603  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2021
   
 
300,084,603
 
Add: Accretion of interest income to Class A shares subject to
possible
redemption
      4,001,686  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2022
   
$
304,086,289
 
    
 
 
  
Warrant Liability
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then
re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or
non-current
based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
The Company accounts for the warrants issued in connection with the IPO and the Private Placement in accordance with the guidance contained in ASC
815-40.
Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to
re-measurement
at each reporting periods. With each such
re-measurement,
the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. As of December 31, 2022 and 2021, there were 15,333,333 warrants outstanding.
Net Income Per Share
The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 15,333,333 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year
s
ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods. In addition, the shares subject to forfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse.
 
The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings.
 
    
Year ended

December 31, 2022
     
Year ended

December 31, 2021
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Basic and diluted net income per share:
                                    
Numerator:
                                    
Allocation of net income
    $ 9,293,085      $ 2,323,271      $ 8,520,314      $ 2,418,666  
Denominator:
                                    
Weighted-average shares outstanding
      30,000,000        7,500,000        26,136,986        7,419,521  
Basic and diluted net income per share
    $ 0.31      $ 0.31      $ 0.33      $ 0.33  
Income Taxes
The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and
measurement
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, 2022 and 2021. The Company’s management determined that the Cayman Islands and Singapore are the Company’s only major tax jurisdictions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU
2020-06,
Debt-Debt with Conversion and Other Options
(Subtopic470-20)
and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own
Equity(“ASU2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas.
ASU
 
2020-06
is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that
ASU
 
2020-06
would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of December 31, 2022.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
XML 20 R10.htm IDEA: XBRL DOCUMENT v3.23.1
Initial Public Offering
 12 Months Ended
Dec. 31, 2022
Stockholders' Equity Note [Abstract]  
Initial Public Offering
NOTE 3. INITIAL PUBLIC OFFERING
On February 17, 2021, the Company sold 30,000,000 Units, including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of the over-allotment, at a purchase price of $10.00 per Unit. The over-allotment option covering an additional 1,625,000 units was expired on March 28, 2021. Each Unit consists of one Class A ordinary share, and
one-third
of one warrant to purchase one Class A ordinary share. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each whole warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, February 17, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.
Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act that invests only in direct U.S. government treasury obligations.
Warrants
As of December 31, 2022 and 2021, there were 10,000,000 public warrants and 5,333,333 private placement warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price (discussed below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price (discussed below) will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.
 
Redemption of warrants when the price per Class A ordinary share equals or exceeds $
18.00
.
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
 
  •  
in whole and not in part;
 
  •  
at a price of $0.01 per warrant;
 
  •  
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
 
  •  
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a
30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $
10.00
.
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
 
  •  
in whole and not in part;
 
  •  
at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares;
 
  •  
if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the30-tradingday period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
 
  •  
if the closing price of the Class A ordinary shares for any 20 trading days within
a30-tradingday
period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.
The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the ordinary shares in the Business Combination is payable in the form of ordinary shares in the successor entity, and if the holders of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary shares consists exclusively of cash, the amount of such cash per ordinary share, and (ii) in all other cases, the volume weighted average price of the ordinary shares as reported during the
ten-trading
day period ending on the trading day prior to the effective date of the Business Combination.
 
The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a
“fixed-for-fixed”
option as defined under FASB ASC Topic No. 815—40, and thus the warrants are not eligible for an exception from derivative accounting.
The accounting treatment of derivative financial instruments requires that the Company record a derivative liability at fair value upon the closing of the IPO. The warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value determined by the Monte Carlo simulation. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. If no events occurred during the period, the warrants will not be reclassified. The fair value of the liabilities is
re-measured
at the end of every reporting period and the change in fair value is reported in the statements of operations as a gain or loss on derivative financial instruments.
XML 21 R11.htm IDEA: XBRL DOCUMENT v3.23.1
Private Placement
 12 Months Ended
Dec. 31, 2022
Stockholders' Equity Note [Abstract]  
Private Placement
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000.
The fair value of the warrants as of the Initial Public Offering was $1.38 per warrant, for a total initial fair value of $7,375,280. The excess of cash received over the fair value of the Private Placement Warrants was $624,720, and is reflected in additional paid-in capital on the statements of changes in shareholders’ equity (deficit) for the year ended December 31, 2022. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.
The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.
XML 22 R12.htm IDEA: XBRL DOCUMENT v3.23.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On December 28, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001. On February 11, 2021, the Company effected a share capitalization resulting in the sponsor holding an additional 718,750 class B ordinary shares for an aggregate of 7,906,250 class B ordinary shares including up to 1,031,250 Founder Shares subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On February 17, 2021, the underwriters partially exercised their over-allotment option, hence, 625,000 Founder Shares were no longer subject to forfeiture. At March 28, 2021, the over-allotment option expired, hence the 406,250 Class B ordinary shares were forfeited. As of December 31, 2022 and 2021, there were 7,500,000 Founder Shares issued and outstanding.
The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the
“lock-up”).
 
Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the
lock-up.
Due to related party
As of December 31, 2022 and 2021, the amount due to related party was $125,625 and $6,000, respectively, which represents the accrual of the administrative service fee described below.
Promissory Note-Related Party
On December 28, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company was allocated to borrow up to $300,000 to be used for a portion of the expenses of the IPO. These loans were
non-interest
bearing, unsecured and were due at the earlier of September 30, 2021 or the closing of the IPO. On February 22, 2021, the Company repaid $131,259 of amounts borrowed from the Sponsor, the funds of which were used to pay offering costs. The note was terminated at February 22, 2021.
Working Capital Loans
In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. A portion of the Working Capital Loans, not to exceed $1,500,000, may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants.
On December 13
,
2022, the Company issued an unsecured convertible promissory note (the “Convertible Promissory Note”) under the Working Capital Loan to the Sponsor, pursuant to which the Company may borrow up to $1,500,000 from the Sponsor. Such loan may, at the Sponsor’s discretion, be converted into Private Placement Warrants at a price of $1.50 per warrant as described above. The Convertible Promissory Note will not bear any interest, and will be repayable by the Company to the Sponsor, on a date that is the earlier of (a) the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities and (b) the liquidation of the Company. The maturity date of the Convertible Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined under the Convertible Promissory Note). As of December 31, 2022, no
borrowings were made under the Convertible Promissory Note. Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note.
Administrative Service Fee
The Company has agreed, commencing on the date the securities of the Company are first listed on NYSE, to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. For the year ended December 31, 2022 and for the period from February 12, 2021 (“Listing Date”) to December 31, 2021, the Company incurred $120,000 and $106,000 in expenses in connection with such services.
As of December 31, 2022 and 2021, there was $125,625 and $6,000 such expenses outstanding and recorded as due to related party on balance sheets. 
All such expenses were recorded in the accompanying statements of operations. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
XML 23 R13.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements
NOTE 6. FAIR VALUE MEASUREMENTS
The following tables presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
 
    
December 31,
2022
     
Quoted Prices
In Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Assets
                                    
Investments held in Trust Account - Trading Securities
    $ 304,086,289      $ 304,086,289      $  —        $ —    
    
 
 
     
 
 
     
 
 
     
 
 
  
     $ 304,086,289      $ 304,086,289      $  —        $  —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities
                                    
Warrant Liability - Public Warrants
    $ 42,000      $ 42,000      $  —        $ —    
Warrant Liability - Private Warrants
      26,660        —          26,660        —    
    
 
 
     
 
 
     
 
 
     
 
 
  
     $ 68,660      $ 42,000      $ 26,660      $  —    
    
 
 
     
 
 
     
 
 
     
 
 
  
 
    
December 31,
2021
     
Quoted Prices
In Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Liabilities
                                    
Warrant Liability - Public Warrants
    $ 5,799,000      $ 5,799,000      $  —        $ —    
Warrant Liability - Private Warrants
      3,111,582        —          3,111,582        —    
    
 
 
     
 
 
     
 
 
     
 
 
  
     $       8,910,582      $       5,799,000      $ 3,111,582      $  —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Warrant Liability
The Company’s public and private warrant liabilities were valued using a Monte Carlo simulation at issuance date utilizing management judgment and pricing inputs from the quoted underlying ordinary shares. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the public and private warrant liabilities was initially classified as level 3.
On November 4, 2022, the New York Stock Exchange (the “NYSE”) notified the Company, and publicly announced, that the NYSE determined to commence proceedings to delist the Company’s warrants, each whole warrant exercisable for one Class A ordinary share and listed to trade on NYSE under the symbol “CHAA WS”, from the NYSE and that trading in the Warrants would be suspended immediately, due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. The public warrants began to trade over-the counter (OTC) since then.
On March 23, 2023, the Company received approval to transfer the listing of Class A ordinary shares from the NYSE to the NYSE American and on March 28, 2023, the Class A ordinary shares began trading on the NYSE American under the symbol “CHAA”. In connection with the transfer, effective March 28, 2023, any remaining units were mandatorily separated into its component parts and the units are no longer traded on the NYSE.
The Company’s public warrants began trading publicly on April 5, 2021. After this date, the public warrant values per share were based on the observed trading prices of the public warrants as of each balance sheet date. The fair value of the public warrant liability is classified as level 1 since April 5, 2021 and as of December 31, 2021 and 2022.
 
As of December 31, 2022 and 2021, the private placement warrant were valued using a Monte Carlo model using the quoted underlying public warrants. Due to the observable inputs in fair value estimation, the Private warrants were reclassified to level 2 as of December 31, 2021 and 2022.
The key inputs used in the Monte Carlo simulation for the private warrants as of December 31, 2022 and 2021 were as follows:
 
Input
  
December 31,
2022
 
 
December 31,
2021
 
 
February 17,
2021
 
Public Warrant Price
      0.004       0.58
 
 
 
N/A
 
Risk-free interest rate
      4.74 %      1.32
% 
 
 
0.76
% 
Expected term (years)
      0.76       5.63
 
 
 
6.03
 
Expected volatility
      5.4 %      10.5
% 
 
 
24.10
% 
Stock price
    $ 10.09     $ 9.77
 
 
$
9.54
 
Exercise price
    $ 11.50     $ 11.50
 
 
$
11.50
 
Likelihood of Completing a Business Combination
      50 %      95
% 
 
 
—  
% 
The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3:
 
    
Warrant
Liability
  
Fair value at December 31, 2020
    $ —    
Initial fair value of public and private warrant liabilities
      21,165,634  
Change in fair value of public and private warrants
      (5,935,084 ) 
Public warrants transferred to level 1 on April 5, 2021
      (9,800,000 ) 
Change in fair value of private warrants
      (2,318,968 ) 
Private warrants transferred to level 2 as of December 31, 2021
      (3,111,582 ) 
    
 
 
  
Fair Value at December 31, 2021
    $ —    
    
 
 
  
XML 24 R14.htm IDEA: XBRL DOCUMENT v3.23.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
NOTE 7. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable
Lock-up
period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
The underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $10,500,000, held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. The deferred underwriting fee is included as a liability on the balance sheets as of December 31, 2022 and 2021.
XML 25 R15.htm IDEA: XBRL DOCUMENT v3.23.1
Shareholder's Deficit
 12 Months Ended
Dec. 31, 2022
Stockholders' Equity Note [Abstract]  
Shareholder's Deficit
NOTE 8. SHAREHOLDER’S DEFICIT
Preference shares
The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were no preference shares issued or outstanding.
Class A ordinary shares
The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no Class A ordinary shares issued and outstanding, excluding 30,000,000 Class A ordinary shares subject to possible redemption.
Class B ordinary shares
The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 per share. At December 31, 2022 and 2021, there were 7,500,000 Class B ordinary shares issued and outstanding.
Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s second amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.
The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted
basis, 20%of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans, unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than
one-to-one.
XML 26 R16.htm IDEA: XBRL DOCUMENT v3.23.1
Subsequent Events
 12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
On February 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved i) an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company has to consummate a business combination from February 17, 2023 to the Extended Date (the “Extension Amendment Proposal”), ii) a proposal (the “Trust Amendment Proposal”) to amend the Company’s investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between the Company and Continental Stock Transfer & Trust Company (“CST”), to extend the date by which the Company has to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors (such date, the “Extended Date”). Following such approval by the Company’s shareholders, the Company and CST entered into the Amendment No. 1 to the IMTA on February 14, 2023 (the “IMTA Amendment”).
 
In connection with the vote to approve the Articles Amendment, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643.
On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to the Extended Date, the Sponsor has agreed to deposit into the Company’s trust account established in connection with its IPO
the lesser of (i)
$75,000
or (ii) $0.0375 f
or each un
redeemed public share, for
each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve an initial Business Combination, and (ii) the date that $900,000 has been loaned. Such loan may, at the Sponsor’s discretion, be converted into warrants (the “Extension Loan Warrants”) to purchase Class A ordinary shares of the Company, par value $0.0001 per share, at a conversion price equal to $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share of the Company at a price of $11.50
per share, subject to the same adjustments applicable to the Private Placement Warrants in connection with the IPO of the Company’s securities. The terms of the Extension Loan Warrants will be identical to those of the Private Placement Warrants. The Extension Loan will not bear any interest, and will be repayable by the Company to the Sponsor, on a date that is the earlier of (a) the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or mor
e
 businesses or entities and (b) the liquidation of the Company. The maturity date of the Extension Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Extension Note). Up to the date that the financial statements were issued, the Company received $150,000 under the Extension Loan. Using these loans received, the company deposited two
tranches
of $75,000 into Trust Account on February 22, 2023 and March 21, 2023, respectively.
On March 9,
 
2023
the Company entered into a subscription agreement
 
(the “Subscription Agreement”)
 
with the Sponsor and Polar Multi-Strategy Master Fund (the “Investor”), pursuant to which, the Sponsor is seeking to raise $
1,200,000
to fund the Extension and to provide working capital to the Company. The Sponsor has committed to fund $900,000 of this amount through the Extension Note described above and the Investor has agreed to provide the remaining $300,000
. The the Company will request funds from the Sponsor for working capital purposes (“Drawdown Request”). Upon on at least five (5) calendar days’ prior written notice (“Capital Notice”) , the Sponsor may require a drawdown against the capital commitment in order to meet
25% of the Sponsor’s commitment to the Company under a Drawdown Request (“Capital Call”). In consideration of the Capital Call(s) made hereunder, the Company will issue 300,000 shares of Class A Common Stock to the Investor at the closing of a Business Combination. Any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or the Company shall pay to the Investor, an amount equal to all
under the Subscription Agreement (the “
Business Combination Payment
”).
The Company and Sponsor are jointly and severally obligated to make the Business Combination Payment to the Investor. The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or shares of Class A Common Stock at a rate of one share of Class A Common Stock for each $10 of the Capital Calls funded under this agreement. If the the Company liquidates without consummating a Business Combination, any amounts remaining in the Sponsor or the Company’s cash accounts after paying any outstanding third party invoices (excluding any due to the Sponsor), not including the Company’s
Trust Account
, will be paid to the Investor within five (5) days of the liquidation.
Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note.
On March 14, 2023, the Company entered an agreement with Chardan Capital Markets, LLC (“Chardan”) with respect to an event of a stock exchange demand for action by the Company (“Interim Listing Project”) at a time other than the initial closing of a business combination involving the Company and a target or targets. The agreement calls for Chardan to receive a fee of $175,000 at the signing of the agreement and a deferred fee of $275,000 at the earlier of (i) the closing of the Transaction from the closing flow-of-funds or (ii) upon the liquidation of the trust account if the Company has not consummated a business combination. Up to the date that the financial statements were issued, the Company has paid $350,000 to Chardan.
On March 26, 2023, the Company entered an agreement with Alumia SARL (“Alumnia”) to act as a non-exclusive transactional and strategic capital markets advisor to the Company assisting introductions and with respect to the Company’s potential business combination. The agreement calls for Alumnia to receive simultaneously with the closing of the Business Combination (a) a fee in the amount of $2,500,000 and (b) a fee of 4% multiplied by the dollar amount of the PIPE provided by third party investors identified and introduced by Alumnia, regardless of whether the counterparty in the applicable business combination was a subject target, payable upon the closing.
XML 27 R17.htm IDEA: XBRL DOCUMENT v3.23.1
Summary Of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply on
on-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $20,706 and $995,064 in cash and did not have any cash equivalents as of December 31, 2022 and 2021, respectively.
Investments Held in Trust Account
Investments Held in Trust Account
At December 31, 2022 and 2021, the assets held in the Trust Account were held in cash, money market funds and U.S. Treasury securities. As of December 31, 2021, the Company classifies its United States Treasury securities with original maturities of more than three months but less than one year to be
held-to-maturity
in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments-Debt and Equity Securities.”
Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity.
Held-to-maturity
treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.
 
A decline in the market value of
held-to-maturity
securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to
year-end,
forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. There were no declines deemed to be other than temporary as of December 31, 2022 and 2021.
Premiums and discounts are amortized or accreted over the life of the related
held-to
maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.
As of December 31, 2022, the Company classifies its money market funds as trading securities in accordance with ASC 320 Topic. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in
interest income from
Trust Account in the accompanying statement of operations.
As of December 31, 2022, investments in the Company’s Trust Account consisted of $304,086,289
in money market funds that invest primarily in U.S Treasury securities.
As of December 31, 2021, investments in the Company’s Trust Account consisted of $466 in cash and $300,084,137 in U.S. Treasury Securities. All of the U.S. Treasury Securities purchased on February 18, 2021 and July 22, 2021 have matured on July 22, 2021 and November 26, 2021, respectively. The Company repurchased new Treasury Securities on November 26, 2021, which matured on May 26, 2022. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. These investments were classified as
held-to-maturity.
The Company did not have any
held-to-maturity
 securities as of December 31, 2022. The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities are as follows as of December 31, 2021:
 
    
Amortized Cost
and Carrying
Value
     
Gross
Unrealized
Gains
     
Gross
Unrealized
Losses
     
Fair Value as of
December 31,
2021
  
Held-to-Maturity
- U.S. Treasury Securities
    $ 300,084,137      $ —        $ (51,208 )     $ 300,032,929  
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value Measurements
Fair Value Measurements
FASB ASC Topic 820, “Fair Value
Measurement
” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.
 
The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets. The fair values of prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments.
Offering Costs Associated with IPO
Offering Costs Associated with IPO
The Company complies with the requirements of the ASC
340-10-S99
and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering”. Offering costs consist principally of underwriting fees, professional and registration fees that are related to the IPO.
FASB ASC
470-20,
“Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares.
Offering costs in the aggregate of $
16,236,137 have been charged to shareholders’ equity (deficit) (consisting of $5,724,193 in underwriting fees, plus $10,017,338 in deferred underwriting fees, and $494,606 of other offering costs), offering costs in the aggregate of $795,046 have been recorded as other income (loss) (consisting of $275,807 in underwriting fees, plus $482,662 in deferred underwriting fees, and $36,577 of other offering costs).
Over-allotment Option Liability
Over-allotment Option Liability
The Company accounted for the over-allotment option in accordance with the guidance contained in
ASC
 
815-40.
The over-allotment is not considered indexed to the Company’s own ordinary shares, and as such, it does not meet the criteria for equity treatment and is recorded as liabilities. On February 17, 2021, the underwriters exercised the over-allotment option partially and the remaining was expired on March 28, 2021. The fair value changes of over-allotment option liability between IPO closing date and the expiration date were recorded in operations during the year ended December 31, 2021.
Class A Ordinary Shares Subject to Possible Redemption
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.
At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:
 
Gross proceeds from initial public offering
    $ 300,000,000  
Less: Proceeds allocated to Public Warrants
      (13,790,354 ) 
Less: Class A ordinary shares issuance costs
      (16,236,137 ) 
Less: Initial fair value of over-allotment option
      (325,679 ) 
Add: Remeasurement of Class A ordinary shares to redemption value
      30,352,170  
Add: Accretion of interest income to Class A shares subject to
possible
redemption
      84,603  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2021
   
 
300,084,603
 
Add: Accretion of interest income to Class A shares subject to
possible
redemption
      4,001,686  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2022
   
$
304,086,289
 
    
 
 
  
Warrant Liability
Warrant Liability
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then
re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or
non-current
based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
The Company accounts for the warrants issued in connection with the IPO and the Private Placement in accordance with the guidance contained in ASC
815-40.
Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to
re-measurement
at each reporting periods. With each such
re-measurement,
the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. As of December 31, 2022 and 2021, there were 15,333,333 warrants outstanding.
Net Income Per Share
Net Income Per Share
The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 15,333,333 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year
s
ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods. In addition, the shares subject to forfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse.
 
The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings.
 
    
Year ended

December 31, 2022
     
Year ended

December 31, 2021
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Basic and diluted net income per share:
                                    
Numerator:
                                    
Allocation of net income
    $ 9,293,085      $ 2,323,271      $ 8,520,314      $ 2,418,666  
Denominator:
                                    
Weighted-average shares outstanding
      30,000,000        7,500,000        26,136,986        7,419,521  
Basic and diluted net income per share
    $ 0.31      $ 0.31      $ 0.33      $ 0.33  
Income Taxes
Income Taxes
The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and
measurement
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, 2022 and 2021. The Company’s management determined that the Cayman Islands and Singapore are the Company’s only major tax jurisdictions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU
2020-06,
Debt-Debt with Conversion and Other Options
(Subtopic470-20)
and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own
Equity(“ASU2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas.
ASU
 
2020-06
is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that
ASU
 
2020-06
would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of December 31, 2022.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
XML 28 R18.htm IDEA: XBRL DOCUMENT v3.23.1
Summary Of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Summary of Debt Securities held-to-maturity The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities are as follows as of December 31, 2021:
 
    
Amortized Cost
and Carrying
Value
     
Gross
Unrealized
Gains
     
Gross
Unrealized
Losses
     
Fair Value as of
December 31,
2021
  
Held-to-Maturity
- U.S. Treasury Securities
    $ 300,084,137      $ —        $ (51,208 )     $ 300,032,929  
Summary of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet
At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:
 
Gross proceeds from initial public offering
    $ 300,000,000  
Less: Proceeds allocated to Public Warrants
      (13,790,354 ) 
Less: Class A ordinary shares issuance costs
      (16,236,137 ) 
Less: Initial fair value of over-allotment option
      (325,679 ) 
Add: Remeasurement of Class A ordinary shares to redemption value
      30,352,170  
Add: Accretion of interest income to Class A shares subject to
possible
redemption
      84,603  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2021
   
 
300,084,603
 
Add: Accretion of interest income to Class A shares subject to
possible
redemption
      4,001,686  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2022
   
$
304,086,289
 
    
 
 
  
Schedule of Earnings Per Share, Basic and Diluted
The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings.
 
    
Year ended

December 31, 2022
     
Year ended

December 31, 2021
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Basic and diluted net income per share:
                                    
Numerator:
                                    
Allocation of net income
    $ 9,293,085      $ 2,323,271      $ 8,520,314      $ 2,418,666  
Denominator:
                                    
Weighted-average shares outstanding
      30,000,000        7,500,000        26,136,986        7,419,521  
Basic and diluted net income per share
    $ 0.31      $ 0.31      $ 0.33      $ 0.33  
XML 29 R19.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Summary Of Assets And Liabilities Measured At Fair Value
The following tables presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
 
    
December 31,
2022
     
Quoted Prices
In Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Assets
                                    
Investments held in Trust Account - Trading Securities
    $ 304,086,289      $ 304,086,289      $  —        $ —    
    
 
 
     
 
 
     
 
 
     
 
 
  
     $ 304,086,289      $ 304,086,289      $  —        $  —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities
                                    
Warrant Liability - Public Warrants
    $ 42,000      $ 42,000      $  —        $ —    
Warrant Liability - Private Warrants
      26,660        —          26,660        —    
    
 
 
     
 
 
     
 
 
     
 
 
  
     $ 68,660      $ 42,000      $ 26,660      $  —    
    
 
 
     
 
 
     
 
 
     
 
 
  
 
    
December 31,
2021
     
Quoted Prices
In Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Liabilities
                                    
Warrant Liability - Public Warrants
    $ 5,799,000      $ 5,799,000      $  —        $ —    
Warrant Liability - Private Warrants
      3,111,582        —          3,111,582        —    
    
 
 
     
 
 
     
 
 
     
 
 
  
     $       8,910,582      $       5,799,000      $ 3,111,582      $  —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Summary of Fair Value Measurement Inputs and Valuation Techniques
The key inputs used in the Monte Carlo simulation for the private warrants as of December 31, 2022 and 2021 were as follows:
 
Input
  
December 31,
2022
 
 
December 31,
2021
 
 
February 17,
2021
 
Public Warrant Price
      0.004       0.58
 
 
 
N/A
 
Risk-free interest rate
      4.74 %      1.32
% 
 
 
0.76
% 
Expected term (years)
      0.76       5.63
 
 
 
6.03
 
Expected volatility
      5.4 %      10.5
% 
 
 
24.10
% 
Stock price
    $ 10.09     $ 9.77
 
 
$
9.54
 
Exercise price
    $ 11.50     $ 11.50
 
 
$
11.50
 
Likelihood of Completing a Business Combination
      50 %      95
% 
 
 
—  
% 
Summary of the changes in the fair value of the warrant liability
The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3:
 
    
Warrant
Liability
  
Fair value at December 31, 2020
    $ —    
Initial fair value of public and private warrant liabilities
      21,165,634  
Change in fair value of public and private warrants
      (5,935,084 ) 
Public warrants transferred to level 1 on April 5, 2021
      (9,800,000 ) 
Change in fair value of private warrants
      (2,318,968 ) 
Private warrants transferred to level 2 as of December 31, 2021
      (3,111,582 ) 
    
 
 
  
Fair Value at December 31, 2021
    $ —    
    
 
 
  
XML 30 R20.htm IDEA: XBRL DOCUMENT v3.23.1
Organization and Business Operation - Additional Information (Detail) - USD ($)
 3 Months Ended 12 Months Ended
Feb. 17, 2024
Mar. 31, 2023
Mar. 21, 2023
Feb. 22, 2023
Feb. 17, 2021
Mar. 31, 2021
Dec. 31, 2022
Dec. 31, 2021
Feb. 14, 2023
Dec. 28, 2020
Maximum threshold deposit in to trust account for each month extension                    
Date of incorporation             Dec. 17, 2020      
Sale of stock issue price per share         $ 10          
Class of warrants or rights exercise price         $ 11.5          
Class of warrants or rights maturity         5 years          
Proceeds from initial public offer         $ 300,000,000          
Proceeds from issuances of warrant         8,000,000   $ 0 $ 8,000,000    
Payment to acquire restricted investments         $ 300,000,000   $ 0 900,107,534    
Restricted investments value per unit         $ 10          
Term of restricted investments         185 days          
Percentage of public shares redeemable         100.00%          
Transaction costs of share issue           $ 17,031,183        
Adjustments to additional paid in capital underwriting fees           6,000,000        
Adjustments to additional paid in capital deferred underwriting fee           10,500,000        
Adjustments to additional paid in capital other offering costs           531,183        
Minimum per share amount to be maintained in the trust account             $ 10      
Number of days after the combination period within which the public shares shall be redeemed             10 days      
Expenses payable on liquidation             $ 100,000      
Cash in hand             20,706 995,064    
Net working capital             670,487      
Transaction costs charged to additionalpaid up capital           16,236,137        
Transaction costs incurred in connection with IPO           $ 795,046 0 795,046    
Temporary equity, carrying amount, attributable to parent             304,086,289 300,084,603    
Subsequent Event [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Period from the closing of initial public offer within which business combination shall be consummated 24 months                  
Payments to Acquire Investments     $ 75,000 $ 75,000            
Extension Loan [Member] | Subsequent Event [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Commitment by sponsor for deposit in the trust account                 $ 75,000  
Deposit in to trust account per share for each month extension                 $ 0.0375  
Proceeds from related party debt   $ 150,000                
Sponsor [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Debt instrument face amount                   $ 300,000
Unsecured Convertible Promissory Note [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Notes payable, related parties, current             0      
Unsecured Convertible Promissory Note [Member] | Sponsor [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Debt instrument face amount             1,500,000      
Notes payable, related parties, current             $ 0      
Unsecured Convertible Promissory Note [Member] | Sponsor [Member] | Subsequent Event [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Debt instrument face amount                 $ 1,500,000  
Notes payable, related parties, current   $ 619,164                
Unsecured Convertible Promissory Note [Member] | Sponsor [Member] | Extension Loan [Member] | Subsequent Event [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Debt instrument face amount                 $ 900,000  
Minimum [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Fair value of net assets of prospective acquiree as a percentage of net assets in the trust account             80.00%      
Equity method investment ownership percentage             50.00%      
Private Placement Warrants [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Class of warrants or rights warrants issued during the period shares         5,333,333          
Class of warrants or rights issue price per unit         $ 1.5          
After Business Combination [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Class of warrants or rights period after which they are excercisable         30 days          
After Initial Public Offer [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Class of warrants or rights period after which they are excercisable         12 months          
Common Class A [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Class of warrants or rights exercise price             $ 11.5      
Proceeds from initial public offer               $ 300,000,000    
Common Class A [Member] | Subsequent Event [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Temporary Equity, Shares Issued                 27,785,141  
Temporary equity, redemption price per share                 $ 10.18  
Temporary equity, carrying amount, attributable to parent                 $ 282,903,643  
Common Class A [Member] | IPO [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Stock shares issued during the period shares         30,000,000          
Common Class A [Member] | Over-Allotment Option [Member]                    
Maximum threshold deposit in to trust account for each month extension                    
Stock shares issued during the period shares         2,500,000          
XML 31 R21.htm IDEA: XBRL DOCUMENT v3.23.1
Summary Of Significant Accounting Policies - Additional Information (Detail) - USD ($)
 3 Months Ended 12 Months Ended
Feb. 17, 2021
Mar. 31, 2021
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Line Items]        
Cash insured with federal deposit insurance corporation     $ 250,000  
Transaction costs of share issue   $ 17,031,183    
Adjustments to additional paid in capital underwriting fees   6,000,000    
Adjustments to additional paid in capital deferred underwriting fee   10,500,000    
Adjustments to additional paid in capital other offering costs   531,183    
Transaction costs incurred in connection with IPO   795,046 $ 0 $ 795,046
Class of warrants outstanding     15,333,333 15,333,333
Cash     $ 20,706 $ 995,064
Threshold amount of value decline in equity securities to be considered other than temporary impairment     0 0
Assets held-in-trust, noncurrent     304,086,289 $ 300,084,603
Money Market Funds [Member]        
Accounting Policies [Line Items]        
Assets held-in-trust, noncurrent     304,086,289  
Asset Held In Trust [Member]        
Accounting Policies [Line Items]        
cash     466  
Asset Held In Trust [Member] | US Treasury Securities [Member]        
Accounting Policies [Line Items]        
Debt Securities held-to-maturity     $ 300,084,137  
Offering Cost [Member]        
Accounting Policies [Line Items]        
Transaction costs of share issue   16,236,137    
Adjustments to additional paid in capital underwriting fees   5,724,193    
Adjustments to additional paid in capital deferred underwriting fee   10,017,338    
Adjustments to additional paid in capital other offering costs   494,606    
Over-Allotment Option [Member]        
Accounting Policies [Line Items]        
Remaining over allotment option, Expiration date Mar. 28, 2021      
Operating Expense [Member] | IPO [Member]        
Accounting Policies [Line Items]        
Transaction costs incurred in connection with IPO   795,046    
Underwriting fees   275,807    
Deferred underwriting fees recognized   482,662    
Other offering costs   $ 36,577    
Warrant [Member]        
Accounting Policies [Line Items]        
Antidilutive securities excluded from the computation of earnings per share     15,333,333  
XML 32 R22.htm IDEA: XBRL DOCUMENT v3.23.1
Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Class A Ordinary shares [Member]    
Basic and diluted net income per share:    
Allocation of net income $ 9,293,085 $ 8,520,314
Weighted-average shares outstanding 30,000,000 26,136,986
Weighted-average shares outstanding 30,000,000 26,136,986
Basic net income per share $ 0.31 $ 0.33
Diluted net income per share $ 0.31 $ 0.33
Class B Ordinary shares [Member]    
Basic and diluted net income per share:    
Allocation of net income $ 2,323,271 $ 2,418,666
Weighted-average shares outstanding 7,500,000 7,419,521
Weighted-average shares outstanding 7,500,000 7,419,521
Basic net income per share $ 0.31 $ 0.33
Diluted net income per share $ 0.31 $ 0.33
XML 33 R23.htm IDEA: XBRL DOCUMENT v3.23.1
Summary Of Significant Accounting Policies - Summary of Debt Securities held-to-maturity (Detail) - US Treasury Securities [Member] - Asset Held in Trust [Member]
Dec. 31, 2022
USD ($)
Schedule of Held-to-maturity Securities [Line Items]  
Amortized Cost and Carrying Value $ 300,084,137
Held to Maturity [Member]  
Schedule of Held-to-maturity Securities [Line Items]  
Amortized Cost and Carrying Value 300,084,137
Gross Unrealized Gains 0
Gross Unrealized Losses (51,208)
Fair Value $ 300,032,929
XML 34 R24.htm IDEA: XBRL DOCUMENT v3.23.1
Summary Of Significant Accounting Policies - Summary of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet (Detail) - USD ($)
 12 Months Ended
Feb. 17, 2021
Dec. 31, 2022
Dec. 31, 2021
Temporary Equity [Line Items]      
Gross proceeds from initial public offering $ 300,000,000    
Less: Class A ordinary shares issuance costs   $ 0 $ (318,570)
Add: Remeasurement of Class A ordinary shares to redemption value     (30,352,170)
Add: Accretion of interest income to Class A shares subject to possible redemption   4,001,686 84,603
Class A ordinary shares subject to possible redemption   304,086,289 300,084,603
Common Class A [Member]      
Temporary Equity [Line Items]      
Gross proceeds from initial public offering     300,000,000
Less: Proceeds allocated to Public Warrants     (13,790,354)
Less: Class A ordinary shares issuance costs     (16,236,137)
Less: Initial fair value of over-allotment option     (325,679)
Add: Remeasurement of Class A ordinary shares to redemption value     30,352,170
Add: Accretion of interest income to Class A shares subject to possible redemption   $ 4,001,686 $ 84,603
XML 35 R25.htm IDEA: XBRL DOCUMENT v3.23.1
Initial Public Offering - Additional Information (Detail) - USD ($)
 12 Months Ended
Feb. 17, 2021
Dec. 31, 2022
Dec. 31, 2021
Sale of stock issue price per share $ 10    
Class of warrants or rights exercise price $ 11.5    
Class of warrants or rights maturity 5 years    
Payment to acquire restricted investments $ 300,000,000 $ 0 $ 900,107,534
Restricted investments value per unit $ 10    
Term of restricted investments 185 days    
Percentage of capital raised for business combination to total equity proceeds   60.00%  
Minimum lock In period for SEC registration from date of business combination   20 days  
Minimum lock In period to become effective after the closing of the initial Business Combination   60 days  
Percentage of consideration received in form of ordinary shares   70.00%  
Public Warrants [Member]      
Warrants and Rights Outstanding   $ 10,000,000  
Private Placement Warrants [Member]      
Warrants and Rights Outstanding   $ 5,333,333  
Share price more than or equals to usd 18.00 [Member]      
Share Price   $ 18  
Number of consecutive trading days for determining share price   20 days  
Class of warrants, redemption price per unit   $ 0.01  
Class of warrants redemption notice period   30 days  
Number of trading days for determining share price   30 days  
Share price more than or equals to usd 10.00 [Member]      
Share Price   $ 10  
Number of consecutive trading days for determining share price   20 days  
Class of warrants, redemption price per unit   $ 0.1  
Number of trading days for determining share price   30 days  
Common Stock [Member] | Share price less than 9.20 [Member]      
Class of warrant or right, redemption price adjustment percentage   115.00%  
Common Stock [Member] | Share price more than or equals to usd 18.00 [Member]      
Class of warrant or right, redemption price adjustment percentage   180.00%  
After Business Combination [Member]      
Class of warrants or rights period after which they are excercisable 30 days    
After Initial Public Offer [Member]      
Class of warrants or rights period after which they are excercisable 12 months    
Class A Ordinary shares [Member]      
Class of warrants or rights exercise price   $ 11.5  
Share Price   9.2  
Class A Ordinary shares [Member] | Common Stock [Member]      
Share Price   $ 9.2  
Number of consecutive trading days for determining share price   20 days  
Fair market value per share   $ 0.361  
Class A Ordinary shares [Member] | IPO [Member]      
Stock shares issued during the period shares 30,000,000    
Class A Ordinary shares [Member] | Over-Allotment Option [Member]      
Stock shares issued during the period shares 2,500,000    
XML 36 R26.htm IDEA: XBRL DOCUMENT v3.23.1
Private Placement - Additional Information (Detail) - USD ($)
 12 Months Ended
Feb. 17, 2021
Dec. 31, 2022
Dec. 31, 2021
Class of Warrant or Right [Line Items]      
Proceeds from private placement $ 8,000,000 $ 0 $ 8,000,000
Private Placement Warrants [Member]      
Class of Warrant or Right [Line Items]      
Class of warrants or rights warrants issued during the period shares 5,333,333    
Class of warrants or rights issue price per unit $ 1.5    
Fair value of the warrant per share $ 1.38    
Total initial fair value $ 7,375,280    
Cash received over the fair value $ 624,720    
XML 37 R27.htm IDEA: XBRL DOCUMENT v3.23.1
Related Party Transactions - Additional Information (Detail) - USD ($)
 11 Months Ended 12 Months Ended
Mar. 28, 2021
Feb. 22, 2021
Feb. 11, 2021
Dec. 28, 2020
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2021
Mar. 31, 2023
Feb. 14, 2023
Dec. 13, 2022
Feb. 17, 2021
Sale of stock issue price per share                     $ 10
Temporary equity shares outstanding         30,000,000 30,000,000 30,000,000        
Repayments of related party debt           $ 0 $ 131,259        
Due to Related Party         $ 6,000 125,625 6,000        
Unsecured Convertible Promissory Note [Member]                      
Notes payable, related parties, current           0          
Administrative Service Fee [Member]                      
Due to related parties, current         6,000 125,625 $ 6,000        
Expenses from transactions with related party         $ 106,000 120,000          
Working Capital Loan [Member]                      
Debt instrument, convertible amount           $ 1,500,000       $ 1,500,000  
Debt instrument, convertible, conversion price           $ 1.5       $ 1.5  
Class B Ordinary shares [Member]                      
Common stock par or stated value per share         $ 0.0001 $ 0.0001 $ 0.0001        
Common stock shares outstanding         7,500,000 7,500,000 7,500,000        
Common stock shares issued         7,500,000 7,500,000 7,500,000        
Sponsor [Member]                      
Debt instrument face amount       $ 300,000              
Repayments of related party debt   $ 131,259                  
Sponsor [Member] | Unsecured Convertible Promissory Note [Member]                      
Debt instrument face amount           $ 1,500,000          
Notes payable, related parties, current           $ 0          
Sponsor [Member] | Unsecured Convertible Promissory Note [Member] | Subsequent Event [Member]                      
Debt instrument face amount                 $ 1,500,000    
Notes payable, related parties, current               $ 619,164      
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member]                      
Share transfer, trigger price per share           $ 12          
Number of consecutive trading days for determining share price           20 days          
Number of trading days for determining share price           30 days          
Threshold number of trading days for determining share price from date of business combination           150 days          
Sponsor [Member] | Administrative Service Fee [Member]                      
Related party transaction, amounts of transaction         $ 10,000            
Sponsor [Member] | Over-Allotment Option [Member]                      
Common stock not subject to forfeiture                     625,000
Sponsor [Member] | Class B Ordinary shares [Member]                      
Stock shares issued during the period for services value     $ 718,750 $ 25,000              
Sale of stock issue price per share       $ 0.003              
Stock issued during period, shares, issued for services       7,187,500              
Common stock par or stated value per share       $ 0.0001              
Common stock shares outstanding     7,906,250   7,500,000 7,500,000 7,500,000        
Common stock shares issued         7,500,000 7,500,000 7,500,000        
Sponsor [Member] | Class B Ordinary shares [Member] | Over-Allotment Option [Member]                      
Forfeiture of over-allotment option of Class B ordinary shares 406,250                    
Sponsor [Member] | Founder Shares [Member]                      
Temporary equity shares outstanding     1,031,250                
XML 38 R28.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value (Detail) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Liabilities    
Warrant liability $ 68,660 $ 8,910,582
Fair Value, Recurring [Member]    
Assets    
Investments held in Trust Account 304,086,289  
Liabilities    
Warrant liability 68,660 8,910,582
Fair Value, Recurring [Member] | Assets Held In Trust [Member]    
Assets    
Investments held in Trust Account 304,086,289  
Fair Value, Recurring [Member] | Level 1 [Member]    
Assets    
Investments held in Trust Account 304,086,289  
Liabilities    
Warrant liability 42,000 5,799,000
Fair Value, Recurring [Member] | Level 1 [Member] | Assets Held In Trust [Member]    
Assets    
Investments held in Trust Account 304,086,289  
Fair Value, Recurring [Member] | Level 2 [Member]    
Assets    
Investments held in Trust Account 0  
Liabilities    
Warrant liability 26,660 3,111,582
Fair Value, Recurring [Member] | Level 2 [Member] | Assets Held In Trust [Member]    
Assets    
Investments held in Trust Account 0  
Fair Value, Recurring [Member] | Level 3 [Member]    
Assets    
Investments held in Trust Account 0  
Liabilities    
Warrant liability 0 0
Fair Value, Recurring [Member] | Level 3 [Member] | Assets Held In Trust [Member]    
Assets    
Investments held in Trust Account 0  
Fair Value, Recurring [Member] | Public Warrants [Member]    
Liabilities    
Warrant liability 42,000 5,799,000
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 1 [Member]    
Liabilities    
Warrant liability 42,000 5,799,000
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 3 [Member]    
Liabilities    
Warrant liability 0 0
Fair Value, Recurring [Member] | Private Placement Warrants [Member]    
Liabilities    
Warrant liability 26,660 3,111,582
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Level 2 [Member]    
Liabilities    
Warrant liability 26,660 3,111,582
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Level 3 [Member]    
Liabilities    
Warrant liability $ 0 $ 0
XML 39 R29.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail)
Dec. 31, 2022
yr
Dec. 31, 2021
yr
Feb. 17, 2021
yr
Public Warrant Price [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Warrants and Rights Outstanding, Measurement Input 0.004 0.58  
Risk Free Interest Rate [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Warrants and Rights Outstanding, Measurement Input 0.0474 0.0132 0.76
Expected Term [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Warrants and Rights Outstanding, Measurement Input 0.76 5.63 6.03
Expected Volatility [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Warrants and Rights Outstanding, Measurement Input 0.054 0.105 24.1
Stock Price [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Warrants and Rights Outstanding, Measurement Input 10.09 9.77 9.54
Exercise Price [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Warrants and Rights Outstanding, Measurement Input 11.5 11.5 11.5
Likelihood of Completing a Business Combination [Member]      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Warrants and Rights Outstanding, Measurement Input 50 95 0
XML 40 R30.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements - Summary of the changes in the fair value of the warrant liability (Detail)
 12 Months Ended
Dec. 31, 2021
USD ($)
Warrant Liability [Member]  
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Fair value, Beginning balance $ 0
Initial fair value of public and private warrant liabilities 21,165,634
Change in fair value (5,935,084)
Public warrants transferred (9,800,000)
Fair value, Ending balance 0
Private Warrants [Member]  
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Change in fair value (2,318,968)
Public warrants transferred $ (3,111,582)
XML 41 R31.htm IDEA: XBRL DOCUMENT v3.23.1
Commitments and Contingencies - Additional Information (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]    
Deferred Underwriting Fee Percentage 3.50% 3.50%
Deferred Underwriting fees $ 10,500,000 $ 10,500,000
XML 42 R32.htm IDEA: XBRL DOCUMENT v3.23.1
Shareholder's Deficit - Additional Information (Detail) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Preferred stock shares authorized 5,000,000 5,000,000
Preferred stock par or stated value per share $ 0.0001 $ 0.0001
Preferred stock shares issued 0 0
Preferred stock shares outstanding 0 0
Temporary equity shares outstanding 30,000,000 30,000,000
Common Class A [Member]    
Common stock shares authorized 500,000,000 500,000,000
Common stock par or stated value per share $ 0.0001 $ 0.0001
Common stock shares issued 0 0
Common stock shares outstanding 0 0
Temporary equity shares outstanding 30,000,000 30,000,000
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member]    
Temporary equity shares outstanding 30,000,000 30,000,000
Common Class B    
Common stock shares authorized 50,000,000 50,000,000
Common stock par or stated value per share $ 0.0001 $ 0.0001
Common stock shares issued 7,500,000 7,500,000
Common stock shares outstanding 7,500,000 7,500,000
XML 43 R33.htm IDEA: XBRL DOCUMENT v3.23.1
Subsequent Events - Additional Information (Detail) - USD ($)
Mar. 31, 2023
Mar. 21, 2023
Mar. 09, 2023
Feb. 22, 2023
Feb. 14, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 28, 2020
Subsequent Event [Line Items]                
Temporary equity, carrying amount, attributable to parent           $ 304,086,289 $ 300,084,603  
Sponsor [Member]                
Subsequent Event [Line Items]                
Debt instrument face amount               $ 300,000
Unsecured Convertible Promissory Note [Member]                
Subsequent Event [Line Items]                
Promissory note - related party           0    
Unsecured Convertible Promissory Note [Member] | Sponsor [Member]                
Subsequent Event [Line Items]                
Debt instrument face amount           1,500,000    
Promissory note - related party           $ 0    
Common Class A [Member]                
Subsequent Event [Line Items]                
Common stock par or stated value per share           $ 0.0001 $ 0.0001  
Share price           $ 9.2    
Subsequent Event [Member]                
Subsequent Event [Line Items]                
Payments to Acquire Investments   $ 75,000   $ 75,000        
Subsequent Event [Member] | Chardan Capital Markets LLC [Member]                
Subsequent Event [Line Items]                
Listing fee         $ 175,000      
Deferred fee         275,000      
Aggregate listing fee         350,000      
Subsequent Event [Member] | Alumia SARL [Member]                
Subsequent Event [Line Items]                
Advisor fee         $ 2,500,000      
Percentage of advisor fee         4.00%      
Subsequent Event [Member] | Subscription Agreement [Member]                
Subsequent Event [Line Items]                
Monetary value of common stock allocated to investors      $ 1,200,000          
Percentage of drawdown request by sponsor     25.00%          
Subsequent Event [Member] | Sponsor [Member] | Subscription Agreement [Member]                
Subsequent Event [Line Items]                
Monetary value of common stock allocated to investors      $ 900,000          
Subsequent Event [Member] | Investor [Member] | Subscription Agreement [Member]                
Subsequent Event [Line Items]                
Monetary value of common stock allocated to investors      $ 300,000          
Common stock, shares subscribed but unissued     300,000          
Business combination payment settlement in shares description     one share of Class A Common Stock for each $10          
Subsequent Event [Member] | Unsecured Convertible Promissory Note [Member] | Sponsor [Member]                
Subsequent Event [Line Items]                
Debt instrument face amount         $ 1,500,000      
Promissory note - related party $ 619,164              
Subsequent Event [Member] | Extension Loan [Member]                
Subsequent Event [Line Items]                
Maximum threshold deposit in to trust account for each month extension         $ 75,000      
Deposit in to trust account per share for each month extension         $ 0.0375      
Proceeds from related party debt $ 150,000              
Subsequent Event [Member] | Extension Loan [Member] | Unsecured Convertible Promissory Note [Member] | Sponsor [Member]                
Subsequent Event [Line Items]                
Debt instrument face amount         $ 900,000      
Subsequent Event [Member] | Extension Loan Warrants [Member]                
Subsequent Event [Line Items]                
Share price         $ 11.5      
Subsequent Event [Member] | Common Class A [Member]                
Subsequent Event [Line Items]                
Temporary Equity, Shares Issued         27,785,141      
Temporary equity, redemption price per share         $ 10.18      
Temporary equity, carrying amount, attributable to parent         $ 282,903,643      
Subsequent Event [Member] | Common Class A [Member] | Extension Loan Warrants [Member]                
Subsequent Event [Line Items]                
Common stock par or stated value per share         $ 0.0001      
Class of warrants or rights issue price per unit         $ 1.5      
XML 44 d389610d10k_htm.xml IDEA: XBRL DOCUMENT 0001838293 2022-12-31 0001838293 2021-12-31 0001838293 2022-01-01 2022-12-31 0001838293 2021-01-01 2021-12-31 0001838293 2021-02-17 0001838293 2021-02-17 2021-02-17 0001838293 2021-01-01 2021-03-31 0001838293 2022-06-30 0001838293 2020-12-31 0001838293 us-gaap:CommonClassAMember 2021-12-31 0001838293 us-gaap:CommonClassBMember 2021-12-31 0001838293 chaa:SponsorMember us-gaap:CommonClassBMember 2021-12-31 0001838293 chaa:AdministrativeServiceFeeMember 2021-12-31 0001838293 us-gaap:CommonStockSubjectToMandatoryRedemptionMember us-gaap:CommonClassAMember 2021-12-31 0001838293 chaa:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 chaa:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 chaa:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 chaa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 chaa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 chaa:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001838293 chaa:MeasurementInputPublicWarrantPriceMember 2021-12-31 0001838293 us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-12-31 0001838293 us-gaap:MeasurementInputExpectedTermMember 2021-12-31 0001838293 us-gaap:MeasurementInputPriceVolatilityMember 2021-12-31 0001838293 us-gaap:MeasurementInputSharePriceMember 2021-12-31 0001838293 us-gaap:MeasurementInputExercisePriceMember 2021-12-31 0001838293 chaa:MeasurementInputLikelihoodOfCompletingABusinessCombinationMember 2021-12-31 0001838293 us-gaap:CommonClassAMember 2022-12-31 0001838293 us-gaap:CommonClassBMember 2022-12-31 0001838293 srt:MinimumMember 2022-12-31 0001838293 chaa:SponsorMember us-gaap:CommonClassBMember 2022-12-31 0001838293 chaa:SponsorMember chaa:SharePriceMoreThanOrEqualsToUsdTwelveMember 2022-12-31 0001838293 chaa:AdministrativeServiceFeeMember 2022-12-31 0001838293 chaa:UnsecuredConvertiblePromissoryNoteMember chaa:SponsorMember 2022-12-31 0001838293 chaa:WorkingCapitalLoanMember 2022-12-31 0001838293 us-gaap:CommonStockSubjectToMandatoryRedemptionMember us-gaap:CommonClassAMember 2022-12-31 0001838293 chaa:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 chaa:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 chaa:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 chaa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 chaa:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 chaa:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-12-31 0001838293 us-gaap:MeasurementInputExpectedTermMember 2022-12-31 0001838293 us-gaap:MeasurementInputPriceVolatilityMember 2022-12-31 0001838293 us-gaap:MeasurementInputSharePriceMember 2022-12-31 0001838293 us-gaap:MeasurementInputExercisePriceMember 2022-12-31 0001838293 chaa:MeasurementInputPublicWarrantPriceMember 2022-12-31 0001838293 chaa:MeasurementInputLikelihoodOfCompletingABusinessCombinationMember 2022-12-31 0001838293 chaa:SharePriceMoreThanOrEqualsToUsdEighteenMember 2022-12-31 0001838293 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-12-31 0001838293 chaa:SharePriceMoreThanOrEqualsToUsdTenMember 2022-12-31 0001838293 us-gaap:CommonStockMember chaa:SharePriceLessThanNinePointTwentyMember 2022-12-31 0001838293 us-gaap:CommonStockMember chaa:SharePriceMoreThanOrEqualsToUsdEighteenMember 2022-12-31 0001838293 us-gaap:USTreasurySecuritiesMember us-gaap:AssetHeldInTrustMember chaa:HeldToMaturityMember 2022-12-31 0001838293 us-gaap:AssetHeldInTrustMember 2022-12-31 0001838293 us-gaap:USTreasurySecuritiesMember us-gaap:AssetHeldInTrustMember 2022-12-31 0001838293 chaa:PublicWarrantsMember 2022-12-31 0001838293 chaa:PrivatePlacementWarrantsMember 2022-12-31 0001838293 us-gaap:MoneyMarketFundsMember 2022-12-31 0001838293 chaa:UnsecuredConvertiblePromissoryNoteMember 2022-12-31 0001838293 chaa:AssetsHeldInTrustMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 chaa:AssetsHeldInTrustMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 chaa:AssetsHeldInTrustMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 chaa:AssetsHeldInTrustMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001838293 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0001838293 us-gaap:CommonClassBMember us-gaap:CommonStockMember us-gaap:OverAllotmentOptionMember 2021-01-01 2021-12-31 0001838293 us-gaap:AdditionalPaidInCapitalMember us-gaap:OverAllotmentOptionMember 2021-01-01 2021-12-31 0001838293 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0001838293 srt:RestatementAdjustmentMember 2021-01-01 2021-12-31 0001838293 chaa:WarrantLiabilityMember 2021-01-01 2021-12-31 0001838293 chaa:PrivateWarrantsMember 2021-01-01 2021-12-31 0001838293 us-gaap:CommonClassAMember 2021-01-01 2021-12-31 0001838293 us-gaap:CommonClassBMember 2021-01-01 2021-12-31 0001838293 chaa:NonRedeemableOrdinarySharesMember 2021-01-01 2021-12-31 0001838293 chaa:ClassAOrdinarySharesSubjectToPossibleRedemptionMember 2021-01-01 2021-12-31 0001838293 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001838293 srt:RestatementAdjustmentMember 2022-01-01 2022-12-31 0001838293 chaa:SponsorMember chaa:SharePriceMoreThanOrEqualsToUsdTwelveMember 2022-01-01 2022-12-31 0001838293 chaa:AdministrativeServiceFeeMember 2022-01-01 2022-12-31 0001838293 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001838293 chaa:SharePriceMoreThanOrEqualsToUsdEighteenMember 2022-01-01 2022-12-31 0001838293 chaa:SharePriceMoreThanOrEqualsToUsdTenMember 2022-01-01 2022-12-31 0001838293 us-gaap:WarrantMember 2022-01-01 2022-12-31 0001838293 us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001838293 us-gaap:CommonClassBMember 2022-01-01 2022-12-31 0001838293 chaa:NonRedeemableOrdinarySharesMember 2022-01-01 2022-12-31 0001838293 chaa:ClassAOrdinarySharesSubjectToPossibleRedemptionMember 2022-01-01 2022-12-31 0001838293 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-02-17 2021-02-17 0001838293 us-gaap:CommonClassAMember us-gaap:OverAllotmentOptionMember 2021-02-17 2021-02-17 0001838293 chaa:AfterBusinessCombinationMember 2021-02-17 2021-02-17 0001838293 chaa:AfterInitialPublicOfferMember 2021-02-17 2021-02-17 0001838293 chaa:PrivatePlacementWarrantsMember 2021-02-17 2021-02-17 0001838293 us-gaap:OverAllotmentOptionMember 2021-02-17 2021-02-17 0001838293 chaa:PrivatePlacementWarrantsMember 2021-02-17 0001838293 chaa:SponsorMember us-gaap:OverAllotmentOptionMember 2021-02-17 0001838293 us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-02-17 0001838293 us-gaap:MeasurementInputExpectedTermMember 2021-02-17 0001838293 us-gaap:MeasurementInputPriceVolatilityMember 2021-02-17 0001838293 us-gaap:MeasurementInputSharePriceMember 2021-02-17 0001838293 us-gaap:MeasurementInputExercisePriceMember 2021-02-17 0001838293 chaa:MeasurementInputLikelihoodOfCompletingABusinessCombinationMember 2021-02-17 0001838293 chaa:SponsorMember us-gaap:CommonClassBMember 2020-12-28 2020-12-28 0001838293 chaa:SponsorMember us-gaap:CommonClassBMember 2020-12-28 0001838293 chaa:SponsorMember 2020-12-28 0001838293 chaa:SponsorMember us-gaap:CommonClassBMember 2021-02-11 2021-02-11 0001838293 chaa:SponsorMember us-gaap:CommonClassBMember 2021-02-11 0001838293 chaa:SponsorMember chaa:FounderSharesMember 2021-02-11 0001838293 chaa:SponsorMember us-gaap:CommonClassBMember us-gaap:OverAllotmentOptionMember 2021-03-28 2021-03-28 0001838293 chaa:SponsorMember 2021-02-22 2021-02-22 0001838293 chaa:AdministrativeServiceFeeMember chaa:SponsorMember 2021-02-12 2021-12-31 0001838293 chaa:AdministrativeServiceFeeMember 2021-02-12 2021-12-31 0001838293 chaa:UnsecuredConvertiblePromissoryNoteMember chaa:SponsorMember us-gaap:SubsequentEventMember 2023-03-31 0001838293 chaa:OfferingCostMember 2021-01-01 2021-03-31 0001838293 us-gaap:OperatingExpenseMember us-gaap:IPOMember 2021-01-01 2021-03-31 0001838293 chaa:UnsecuredConvertiblePromissoryNoteMember chaa:ExtensionLoanMember chaa:SponsorMember us-gaap:SubsequentEventMember 2023-02-14 0001838293 chaa:UnsecuredConvertiblePromissoryNoteMember chaa:SponsorMember us-gaap:SubsequentEventMember 2023-02-14 0001838293 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2023-02-14 0001838293 chaa:ExtensionLoanWarrantsMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2023-02-14 0001838293 chaa:ExtensionLoanWarrantsMember us-gaap:SubsequentEventMember 2023-02-14 0001838293 chaa:ExtensionLoanMember us-gaap:SubsequentEventMember 2023-02-14 0001838293 chaa:WorkingCapitalLoanMember 2022-12-13 0001838293 chaa:ExtensionLoanMember us-gaap:SubsequentEventMember 2023-03-31 2023-03-31 0001838293 us-gaap:SubsequentEventMember 2023-02-22 2023-02-22 0001838293 us-gaap:SubsequentEventMember 2023-03-21 2023-03-21 0001838293 us-gaap:InvestorMember us-gaap:SubsequentEventMember chaa:SubscriptionAgreementMember 2023-03-09 0001838293 chaa:SponsorMember us-gaap:SubsequentEventMember chaa:SubscriptionAgreementMember 2023-03-09 0001838293 us-gaap:SubsequentEventMember chaa:SubscriptionAgreementMember 2023-03-09 0001838293 us-gaap:SubsequentEventMember chaa:SubscriptionAgreementMember 2023-03-09 2023-03-09 0001838293 us-gaap:InvestorMember us-gaap:SubsequentEventMember chaa:SubscriptionAgreementMember 2023-03-09 2023-03-09 0001838293 us-gaap:SubsequentEventMember 2024-02-17 2024-02-17 0001838293 us-gaap:CommonClassAMember 2023-04-17 0001838293 us-gaap:CommonClassBMember 2023-04-17 0001838293 us-gaap:SubsequentEventMember chaa:ChardanCapitalMarketsLLCMember 2023-02-14 2023-02-14 0001838293 us-gaap:SubsequentEventMember chaa:AlumiaSARLMember 2023-02-14 2023-02-14 0001838293 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2020-12-31 0001838293 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2020-12-31 0001838293 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001838293 us-gaap:RetainedEarningsMember 2020-12-31 0001838293 chaa:WarrantLiabilityMember 2020-12-31 0001838293 chaa:WarrantLiabilityMember 2021-12-31 0001838293 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-12-31 0001838293 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001838293 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001838293 us-gaap:RetainedEarningsMember 2021-12-31 0001838293 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-12-31 0001838293 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001838293 us-gaap:RetainedEarningsMember 2022-12-31 iso4217:USD shares utr:Day utr:Month utr:Year pure iso4217:USD shares utr:Y false FY 0001838293 10-K true 2022-12-31 --12-31 2022 false CATCHA INVESTMENT CORP E9 001-40061 98-1574476 Level 42, Suntec Tower Three Temasek Blvd SG 038988 65 6829-2294 Class A ordinary shares, par value $0.0001 per share CHAA NYSEAMER No No Yes Yes Non-accelerated Filer true true false true 294600000 2214859 7500000 P10D 688 Marcum LLP New York, NY 20706 995064 33875 41955 54581 1037019 304086289 300084603 304140870 301121622 599443 474254 125625 6000 725068 480254 68660 8910582 10500000 10500000 11293728 19890836 30000000 30000000 10.14 10 304086289 300084603 0.0001 0.0001 5000000 5000000 0 0 0 0 0.0001 0.0001 500000000 500000000 0 0 0 0 30000000 30000000 0 0 0.0001 0.0001 50000000 50000000 7500000 7500000 7500000 7500000 750 750 0 -11239897 -18854567 -11239147 -18853817 304140870 301121622 1227252 931308 -1227252 -931308 4001686 84603 0 795046 0 325679 -8841922 -12255052 12843608 11870288 11616356 10938980 30000000 30000000 26136986 26136986 0.31 0.31 0.33 0.33 7500000 7500000 7419521 7419521 0.31 0.31 0.33 0.33 0 0 7906250 791 24209 -5744 19256 5333333 624720 624720 -406250 -41 41 -648970 -29703200 -30352170 84603 84603 10938980 10938980 0 0 7500000 750 -18854567 -18853817 4001686 4001686 11616356 11616356 0 0 7500000 750 -11239897 -11239147 11616356 10938980 4001686 84603 0 325679 -8841922 -12255052 0 795046 -8080 41955 125189 412156 119625 6000 -974358 -555107 0 900107534 0 600108000 0 466 0 -300000000 0 294000000 0 8000000 0 131259 0 318570 0 301550171 -974358 995064 995064 0 20706 995064 0 10500000 0 300000000 4001686 84603 0 21165634 0 126259 <div id="fin389610_6" style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS </div></div></div></div><div style="font-weight:bold;display:inline;"> </div> <div style="margin-top: 6pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Organization and General </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Catcha Investment Corp (the “Company”) was incorporated as a Cayman Islands exempted company on December 17, 2020. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering, and after the initial public offering, searching for a Business Combination target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-operating</div> income in the form of interest income on cash and investments held in Trust Account from the proceeds derived from the initial public offering and will recognize changes in the fair value of warrant liability as other income (expense). The Company has selected December 31 as its fiscal year end. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company’s sponsor is Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”). </div><div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Financing </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the initial public offering (the “Initial Public Offering” or “IPO”) of 30,000,000 units (the “Units” and, with respect to the Class A ordinary share included in the Units sold, the “Public Shares”), including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of the over-allotment, at $10.00 per Unit generating gross proceeds of $300,000,000, which is described in Note 3. Each Unit consists of one Class A ordinary share, and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-third</div> of one warrant to purchase one Class A ordinary share. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each whole warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, February 17, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 3). </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to the Company’s Sponsor, generating gross proceeds to the Company of $8,000,000, which is described in Note 4. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2a-7under</div> the Investment Company Act that invests only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s second amended and restated memorandum and articles of association, and subject to the requirements of law and regulation, will provide that the proceeds from the IPO held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (i) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s second amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within <div style="letter-spacing: 0px; top: 0px;;display:inline;"/><div style="letter-spacing: 0px; top: 0px;;display:inline;">24</div> months from the closing of the IPO (the “Combination Period”) or during any extended time in which the Company has to consummate a Business Combination beyond the aforementioned period as a result of a shareholder vote to amend the second amended and restated memorandum and articles of association (an “Extension Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares, and (iii) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law. </div><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;text-indent: 0px;;display:inline;">Transaction costs amounted to $</div></div>17,031,183, consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees (see Note 7), and $531,183 of other offering costs. Of the $17,031,183 transaction costs, $16,236,137 was charged to additional <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">paid-in</div> capital and $795,046 was allocated to the public and private warrants and recorded as other income (loss). </div><div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Initial Business Combination </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The shareholders will be entitled to redeem their shares at a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">per-share</div> price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then outstanding public shares. The amount in the Trust Account was initially $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than <span style="-sec-ix-hidden:hidden76922701">ten business days</span> <div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $</div></div>100,000<div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. On February 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved i) an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company has to consummate a business combination from February 17, 2023 to the Extended Date (the “Extension Amendment Proposal”), ii) a proposal (the “Trust Amendment Proposal”) to amend the Company’s investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between the Company and Continental Stock Transfer Company (“CST”), to extend the date by which the Company has to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as in determined by the Company’s board of directors (such date, the “Extended Date”). Following such approval by the Company’s shareholders, the Company and CST entered into the Amendment No. 1 to the IMTA on February 14, 2023 (the “IMTA Amendment”). </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In connection with the vote to approve the Articles Amendment, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643. </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s second amended and restated memorandum and articles of association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period or during any Extension Period. </div></div></div><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. </div><div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Going Concern </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As of December 31, 2022, the Company had $20,706 in cash outside of the Trust Account and working capital deficit of $670,487<div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;text-indent: 0px;;display:inline;">. On December 13, 2022, the Company issued an unsecured convertible promissory note (see Note 5) to the Sponsor, pursuant to which the Company may borrow up to $</div></div>1,500,000 (the “Convertible Promissory Note”) from the Sponsor. As of December 31, 2022, the Company has no <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">borrowings under such loan. Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note. </div></div></div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors (such date, the “Extended Date”), the Sponsor has agreed to deposit into the Company’s <div style="letter-spacing: 0px; top: 0px;;display:inline;">T</div>rust <div style="letter-spacing: 0px; top: 0px;;display:inline;">A</div>ccount established in connection with its IPO <div style="letter-spacing: 0px; top: 0px;;text-indent: 0px;;display:inline;">the lesser of (i) </div>$75,000 <div style="letter-spacing: 0px; top: 0px;;text-indent: 0px;;display:inline;">or (ii) $0.0375 for each <div style="letter-spacing: 0px; top: 0px;;display:inline;">unredeemed</div> public share, for </div>each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve an initial Business Combination, and (ii) the date that $900,000 <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">has been loaned. Up to the date that the financial statements were issued, the Company received $150,000 under the Extension Loan. Using these loans received, the company deposited two tranches of $75,000 into Trust Account on February 22, 2023 and March 21, 2023, respectively. </div></div></div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In addition to the $1,500,000 Convertible Promissory Note, in order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. Management will use these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating a Business Combination (including the Pending Business Combination). However, management expects the Company to continue to incur significant costs in pursuit of the consummation of a Business Combination and current funds may not be sufficient to operate the Company for at least the 12 months following the issuance of the financial statements contained herein. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Subtopic (“ASC”) 205-40, ”Presentation of Financial Statements – Going Concern,” management has determined that if the Company is unable to complete a Business Combination by February 17, 2024 or such earlier date as is determined by the Company’s board of directors, then the Company will cease all operations except for the purpose of liquidating. The mandatory liquidation, subsequent dissolution and the liquidity issues raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern. </div></div></div><div style="letter-spacing: 0px; top: 0px; background: none;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; background: none; text-decoration: none;;display:inline;"> </div></div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Risks and Uncertainties </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Management is currently evaluating the impact of the<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div>COVID-19<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div>pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. </div> 2020-12-17 30000000 2500000 10 300000000 11.5 P30D P12M P5Y 5333333 1.5 8000000 300000000 10 P185D 1 24 months 17031183 6000000 10500000 531183 17031183 16236137 795046 0.80 0.50 10 100000 27785141 10.18 282903643 20706 670487 1500000 0 619164 1500000 900000 75000 0.0375 900000 150000 75000 75000 1500000 <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES </div></div> <div style="margin-top: 6pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Basis of Presentation </div></div></div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Emerging Growth Company Status </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply on <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">on-emerging</div> growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. </div></div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Use of Estimates </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Cash and Cash Equivalents </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $20,706 and $995,064 in cash and did not have any cash equivalents as of December 31, 2022 and 2021, respectively. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Investments Held in Trust Account </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At December 31, 2022 and 2021, the assets held in the Trust Account were held in cash, money market funds and U.S. Treasury securities. As of December 31, 2021, the Company classifies its United States Treasury securities with original maturities of more than three months but less than one year to be <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">held-to-maturity</div></div> in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments-Debt and Equity Securities.” <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Held-to-maturity</div></div> securities are those securities which the Company has the ability and intent to hold until maturity. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Held-to-maturity</div></div> treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. </div><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">A decline in the market value of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">held-to-maturity</div></div> securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">year-end,</div> forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. There were no declines deemed to be other than temporary as of December 31, 2022 and 2021. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">Premiums and discounts are amortized or accreted over the life of the related <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">held-to</div> maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">As of December 31, 2022, the Company classifies its money market funds as trading securities in accordance with ASC 320 Topic. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">interest income from</div> Trust Account in the accompanying statement of operations. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">As of December 31, 2022, investments in the Company’s Trust Account consisted of $304,086,289 <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">in money market funds that invest primarily in U.S Treasury securities. </div></div></div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">As of December 31, 2021, investments in the Company’s Trust Account consisted of $466 in cash and $300,084,137 in U.S. Treasury Securities. All of the U.S. Treasury Securities purchased on February 18, 2021 and July 22, 2021 have matured on July 22, 2021 and November 26, 2021, respectively. The Company repurchased new Treasury Securities on November 26, 2021, which matured on May 26, 2022. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. These investments were classified as <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">held-to-maturity.</div></div> The Company did not have any <div style="letter-spacing: 0px; top: 0px;;display:inline;">held-to-maturity</div> securities as of December 31, 2022. The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities are as follows as of December 31, 2021: </div> <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;;text-indent: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:92%;border:0;margin:0 auto;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width:46%"/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amortized Cost<br/> and Carrying<br/> Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gross<br/> Unrealized<br/> Gains</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gross<br/> Unrealized<br/> Losses</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Fair Value as of<br/> December 31,<br/> 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Held-to-Maturity</div></div> - U.S. Treasury Securities</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">300,084,137</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(51,208</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">300,032,929</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> </table> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;;text-indent: 0px;"><div style="font-weight:bold;display:inline;">Concentration of Credit Risk </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;;text-indent: 0px;"><div style="font-weight:bold;display:inline;">Fair Value Measurements </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">FASB ASC Topic 820, “Fair Value <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">Measurement</div>” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;;text-indent: 0px;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center;text-indent: 0px;"/> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The fair value hierarchy is categorized into three levels based on the inputs as follows: </div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets. The fair values of prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments. </div></div></div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Offering Costs Associated with IPO </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;">The Company complies with the requirements of the ASC <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">340-10-S99</div></div> and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering”. Offering costs consist principally of underwriting fees, professional and registration fees that are related to the IPO. </div></div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">FASB ASC <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">470-20,</div> “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;text-indent: 0px;;display:inline;">Offering costs in the aggregate of $</div></div>16,236,137 have been charged to shareholders’ equity (deficit) (consisting of $5,724,193 in underwriting fees, plus $10,017,338 in deferred underwriting fees, and $494,606 of other offering costs), offering costs in the aggregate of $795,046 have been recorded as other income (loss) (consisting of $275,807 in underwriting fees, plus $482,662 in deferred underwriting fees, and $36,577 of other offering costs). </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Over-allotment Option Liability </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company accounted for the over-allotment option in accordance with the guidance contained in <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASC<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div>815-40.</div> The over-allotment is not considered indexed to the Company’s own ordinary shares, and as such, it does not meet the criteria for equity treatment and is recorded as liabilities. On February 17, 2021, the underwriters exercised the over-allotment option partially and the remaining was expired on March 28, 2021. The fair value changes of over-allotment option liability between IPO closing date and the expiration date were recorded in operations during the year ended December 31, 2021. </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Class A Ordinary Shares Subject to Possible Redemption </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: </div> <div style="font-size:12pt;margin-top:0pt;margin-bottom:0pt"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:68%;border:0;margin:0 auto"> <tr style="font-size: 0px;"> <td style="width:77%"/> <td style="vertical-align:bottom;width:7%"/> <td/> <td/> <td/></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Gross proceeds from initial public offering</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">300,000,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Less: Proceeds allocated to Public Warrants</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(13,790,354</td> <td style="white-space:nowrap;vertical-align:bottom">) </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Less: Class A ordinary shares issuance costs</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(16,236,137</td> <td style="white-space:nowrap;vertical-align:bottom">) </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Less: Initial fair value of over-allotment option</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(325,679</td> <td style="white-space:nowrap;vertical-align:bottom">) </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Add: Remeasurement of Class A ordinary shares to redemption value</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">30,352,170</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Add: Accretion of interest income to Class A shares subject to <div style="letter-spacing: 0px; top: 0px;;display:inline;">possible </div>redemption</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">84,603</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Class A ordinary shares subject to possible redemption as of December 31, 2021</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td> <td style="vertical-align:bottom;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">300,084,603</div></div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Add: Accretion of interest income to Class A shares subject to <div style="letter-spacing: 0px; top: 0px;;display:inline;">possible </div>redemption</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">4,001,686</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Class A ordinary shares subject to possible redemption as of December 31, 2022</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align:bottom;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">304,086,289</div></div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Warrant Liability </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-valued</div> at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-current</div> based on whether or not <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">net-cash</div> settlement or conversion of the instrument could be required within 12 months of the balance sheet date. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company accounts for the warrants issued in connection with the IPO and the Private Placement in accordance with the guidance contained in ASC <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40.</div> Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measurement</div> at each reporting periods. With each such <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measurement,</div> the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. As of December 31, 2022 and 2021, there were 15,333,333 warrants outstanding. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Net Income Per Share </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 15,333,333 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year<div style="display:inline;">s</div> ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods. In addition, the shares subject to forfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse. </div> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. </div> <div style="font-size:12pt;margin-top:0pt;margin-bottom:0pt"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:92%;border:0;margin:0 auto"> <tr style="font-size: 0px;"> <td style="width:44%"/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="6" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year ended</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2022</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="6" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year ended</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td colspan="2" style="vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td colspan="2" style="vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td colspan="2" style="vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td colspan="2" style="vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Basic and diluted net income per share:</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Numerator:</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Allocation of net income</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">9,293,085</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">2,323,271</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">8,520,314</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">2,418,666</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Denominator:</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Weighted-average shares outstanding</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">30,000,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">7,500,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">26,136,986</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">7,419,521</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Basic and diluted net income per share</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.31</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.31</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.33</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.33</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr></table> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Income Taxes </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and <div style="display:inline;">measurement </div>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, 2022 and 2021. The Company’s management determined that the Cayman Islands and Singapore are the Company’s only major tax jurisdictions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Recent Accounting Pronouncements </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In August 2020, the FASB issued ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06,</div> Debt-Debt with Conversion and Other Options <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">(Subtopic470-20)</div> and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40):</div> Accounting for Convertible Instruments and Contracts in an Entity’s Own <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Equity(“ASU2020-06”),</div> which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU<div style="display:inline;"> </div>2020-06</div> is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU<div style="display:inline;"> </div>2020-06</div> would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of December 31, 2022. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. </div> <div style="margin-top: 6pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Basis of Presentation </div></div></div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Emerging Growth Company Status </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply on <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">on-emerging</div> growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. </div></div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Use of Estimates </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Cash and Cash Equivalents </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $20,706 and $995,064 in cash and did not have any cash equivalents as of December 31, 2022 and 2021, respectively. </div> 20706 995064 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Investments Held in Trust Account </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At December 31, 2022 and 2021, the assets held in the Trust Account were held in cash, money market funds and U.S. Treasury securities. As of December 31, 2021, the Company classifies its United States Treasury securities with original maturities of more than three months but less than one year to be <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">held-to-maturity</div></div> in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments-Debt and Equity Securities.” <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Held-to-maturity</div></div> securities are those securities which the Company has the ability and intent to hold until maturity. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Held-to-maturity</div></div> treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. </div><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">A decline in the market value of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">held-to-maturity</div></div> securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">year-end,</div> forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. There were no declines deemed to be other than temporary as of December 31, 2022 and 2021. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">Premiums and discounts are amortized or accreted over the life of the related <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">held-to</div> maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">As of December 31, 2022, the Company classifies its money market funds as trading securities in accordance with ASC 320 Topic. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">interest income from</div> Trust Account in the accompanying statement of operations. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">As of December 31, 2022, investments in the Company’s Trust Account consisted of $304,086,289 <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">in money market funds that invest primarily in U.S Treasury securities. </div></div></div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">As of December 31, 2021, investments in the Company’s Trust Account consisted of $466 in cash and $300,084,137 in U.S. Treasury Securities. All of the U.S. Treasury Securities purchased on February 18, 2021 and July 22, 2021 have matured on July 22, 2021 and November 26, 2021, respectively. The Company repurchased new Treasury Securities on November 26, 2021, which matured on May 26, 2022. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. These investments were classified as <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">held-to-maturity.</div></div> The Company did not have any <div style="letter-spacing: 0px; top: 0px;;display:inline;">held-to-maturity</div> securities as of December 31, 2022. The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities are as follows as of December 31, 2021: </div> <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;;text-indent: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:92%;border:0;margin:0 auto;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width:46%"/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amortized Cost<br/> and Carrying<br/> Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gross<br/> Unrealized<br/> Gains</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gross<br/> Unrealized<br/> Losses</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Fair Value as of<br/> December 31,<br/> 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Held-to-Maturity</div></div> - U.S. Treasury Securities</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">300,084,137</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(51,208</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">300,032,929</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> </table> 0 0 304086289 466 300084137 The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities are as follows as of December 31, 2021: <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;;text-indent: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:92%;border:0;margin:0 auto;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width:46%"/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amortized Cost<br/> and Carrying<br/> Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gross<br/> Unrealized<br/> Gains</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gross<br/> Unrealized<br/> Losses</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Fair Value as of<br/> December 31,<br/> 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Held-to-Maturity</div></div> - U.S. Treasury Securities</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">300,084,137</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(51,208</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">300,032,929</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> </table> 300084137 0 51208 300032929 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;;text-indent: 0px;"><div style="font-weight:bold;display:inline;">Concentration of Credit Risk </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. </div> 250000 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;;text-indent: 0px;"><div style="font-weight:bold;display:inline;">Fair Value Measurements </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">FASB ASC Topic 820, “Fair Value <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">Measurement</div>” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;;text-indent: 0px;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center;text-indent: 0px;"/> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The fair value hierarchy is categorized into three levels based on the inputs as follows: </div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets. The fair values of prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments. </div></div></div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Offering Costs Associated with IPO </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;">The Company complies with the requirements of the ASC <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">340-10-S99</div></div> and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering”. Offering costs consist principally of underwriting fees, professional and registration fees that are related to the IPO. </div></div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">FASB ASC <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">470-20,</div> “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;text-indent: 0px;;display:inline;">Offering costs in the aggregate of $</div></div>16,236,137 have been charged to shareholders’ equity (deficit) (consisting of $5,724,193 in underwriting fees, plus $10,017,338 in deferred underwriting fees, and $494,606 of other offering costs), offering costs in the aggregate of $795,046 have been recorded as other income (loss) (consisting of $275,807 in underwriting fees, plus $482,662 in deferred underwriting fees, and $36,577 of other offering costs). </div> 16236137 5724193 10017338 494606 795046 275807 482662 36577 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Over-allotment Option Liability </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company accounted for the over-allotment option in accordance with the guidance contained in <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASC<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div>815-40.</div> The over-allotment is not considered indexed to the Company’s own ordinary shares, and as such, it does not meet the criteria for equity treatment and is recorded as liabilities. On February 17, 2021, the underwriters exercised the over-allotment option partially and the remaining was expired on March 28, 2021. The fair value changes of over-allotment option liability between IPO closing date and the expiration date were recorded in operations during the year ended December 31, 2021. </div> 2021-03-28 <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Class A Ordinary Shares Subject to Possible Redemption </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: </div> <div style="font-size:12pt;margin-top:0pt;margin-bottom:0pt"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:68%;border:0;margin:0 auto"> <tr style="font-size: 0px;"> <td style="width:77%"/> <td style="vertical-align:bottom;width:7%"/> <td/> <td/> <td/></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Gross proceeds from initial public offering</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">300,000,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Less: Proceeds allocated to Public Warrants</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(13,790,354</td> <td style="white-space:nowrap;vertical-align:bottom">) </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Less: Class A ordinary shares issuance costs</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(16,236,137</td> <td style="white-space:nowrap;vertical-align:bottom">) </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Less: Initial fair value of over-allotment option</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(325,679</td> <td style="white-space:nowrap;vertical-align:bottom">) </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Add: Remeasurement of Class A ordinary shares to redemption value</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">30,352,170</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Add: Accretion of interest income to Class A shares subject to <div style="letter-spacing: 0px; top: 0px;;display:inline;">possible </div>redemption</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">84,603</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Class A ordinary shares subject to possible redemption as of December 31, 2021</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td> <td style="vertical-align:bottom;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">300,084,603</div></div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Add: Accretion of interest income to Class A shares subject to <div style="letter-spacing: 0px; top: 0px;;display:inline;">possible </div>redemption</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">4,001,686</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Class A ordinary shares subject to possible redemption as of December 31, 2022</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align:bottom;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">304,086,289</div></div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: </div> <div style="font-size:12pt;margin-top:0pt;margin-bottom:0pt"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:68%;border:0;margin:0 auto"> <tr style="font-size: 0px;"> <td style="width:77%"/> <td style="vertical-align:bottom;width:7%"/> <td/> <td/> <td/></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Gross proceeds from initial public offering</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">300,000,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Less: Proceeds allocated to Public Warrants</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(13,790,354</td> <td style="white-space:nowrap;vertical-align:bottom">) </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Less: Class A ordinary shares issuance costs</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(16,236,137</td> <td style="white-space:nowrap;vertical-align:bottom">) </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Less: Initial fair value of over-allotment option</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(325,679</td> <td style="white-space:nowrap;vertical-align:bottom">) </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Add: Remeasurement of Class A ordinary shares to redemption value</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">30,352,170</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Add: Accretion of interest income to Class A shares subject to <div style="letter-spacing: 0px; top: 0px;;display:inline;">possible </div>redemption</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">84,603</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Class A ordinary shares subject to possible redemption as of December 31, 2021</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td> <td style="vertical-align:bottom;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">300,084,603</div></div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Add: Accretion of interest income to Class A shares subject to <div style="letter-spacing: 0px; top: 0px;;display:inline;">possible </div>redemption</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">4,001,686</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Class A ordinary shares subject to possible redemption as of December 31, 2022</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align:bottom;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">304,086,289</div></div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> 300000000 13790354 16236137 325679 30352170 84603 300084603 4001686 304086289 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Warrant Liability </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-valued</div> at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-current</div> based on whether or not <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">net-cash</div> settlement or conversion of the instrument could be required within 12 months of the balance sheet date. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company accounts for the warrants issued in connection with the IPO and the Private Placement in accordance with the guidance contained in ASC <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40.</div> Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measurement</div> at each reporting periods. With each such <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measurement,</div> the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. As of December 31, 2022 and 2021, there were 15,333,333 warrants outstanding. </div> 15333333 15333333 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Net Income Per Share </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 15,333,333 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year<div style="display:inline;">s</div> ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods. In addition, the shares subject to forfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse. </div> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. </div> <div style="font-size:12pt;margin-top:0pt;margin-bottom:0pt"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:92%;border:0;margin:0 auto"> <tr style="font-size: 0px;"> <td style="width:44%"/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="6" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year ended</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2022</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="6" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year ended</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td colspan="2" style="vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td colspan="2" style="vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td colspan="2" style="vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td colspan="2" style="vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Basic and diluted net income per share:</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Numerator:</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Allocation of net income</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">9,293,085</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">2,323,271</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">8,520,314</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">2,418,666</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Denominator:</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Weighted-average shares outstanding</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">30,000,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">7,500,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">26,136,986</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">7,419,521</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Basic and diluted net income per share</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.31</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.31</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.33</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.33</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr></table> 15333333 <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. </div> <div style="font-size:12pt;margin-top:0pt;margin-bottom:0pt"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:92%;border:0;margin:0 auto"> <tr style="font-size: 0px;"> <td style="width:44%"/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="6" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year ended</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2022</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="6" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year ended</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td colspan="2" style="vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td colspan="2" style="vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td colspan="2" style="vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td colspan="2" style="vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Basic and diluted net income per share:</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Numerator:</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Allocation of net income</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">9,293,085</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">2,323,271</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">8,520,314</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">2,418,666</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Denominator:</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Weighted-average shares outstanding</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">30,000,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">7,500,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">26,136,986</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">7,419,521</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Basic and diluted net income per share</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.31</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.31</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.33</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.33</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr></table> 9293085 2323271 8520314 2418666 30000000 30000000 7500000 7500000 26136986 26136986 7419521 7419521 0.31 0.31 0.31 0.31 0.33 0.33 0.33 0.33 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Income Taxes </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and <div style="display:inline;">measurement </div>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, 2022 and 2021. The Company’s management determined that the Cayman Islands and Singapore are the Company’s only major tax jurisdictions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Recent Accounting Pronouncements </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In August 2020, the FASB issued ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06,</div> Debt-Debt with Conversion and Other Options <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">(Subtopic470-20)</div> and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40):</div> Accounting for Convertible Instruments and Contracts in an Entity’s Own <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Equity(“ASU2020-06”),</div> which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU<div style="display:inline;"> </div>2020-06</div> is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU<div style="display:inline;"> </div>2020-06</div> would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of December 31, 2022. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. </div> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 3. INITIAL PUBLIC OFFERING </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On February 17, 2021, the Company sold 30,000,000 Units, including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of the over-allotment, at a purchase price of $10.00 per Unit. The over-allotment option covering an additional 1,625,000 units was expired on March 28, 2021. Each Unit consists of one Class A ordinary share, and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-third</div> of one warrant to purchase one Class A ordinary share. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each whole warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, February 17, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2a-7</div> under the Investment Company Act that invests only in direct U.S. government treasury obligations. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Warrants </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As of December 31, 2022 and 2021, there were 10,000,000 public warrants and 5,333,333 private placement warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price (discussed below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price (discussed below) will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><div style="font-style:italic;display:inline;">Redemption of warrants when the price per Class A ordinary share equals or exceeds $</div><div style="font-style:italic;display:inline;">18.00</div><div style="font-style:italic;display:inline;">.</div> </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): </div><div style="font-size: 6pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;border:0;width:100%"> <tr style="page-break-inside:avoid"> <td style="width:5%"> </td> <td style="width:3%;vertical-align:top;text-align:left;">•</td> <td style="width:1%;vertical-align:top"> </td> <td style="vertical-align:top;text-align:left;"><div style="margin-top: 0pt; margin-bottom: 0pt; font-family: &quot;Times New Roman&quot;; font-size: 10pt; text-align: left; line-height: normal;">in whole and not in part; </div></td></tr></table><div style="font-size: 6pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;border:0;width:100%"> <tr style="page-break-inside:avoid"> <td style="width:5%"> </td> <td style="width:3%;vertical-align:top;text-align:left;">•</td> <td style="width:1%;vertical-align:top"> </td> <td style="vertical-align:top;text-align:left;"><div style="margin-top: 0pt; margin-bottom: 0pt; font-family: &quot;Times New Roman&quot;; font-size: 10pt; text-align: left; line-height: normal;">at a price of $0.01 per warrant; </div></td></tr></table><div style="font-size: 6pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;border:0;width:100%"> <tr style="page-break-inside:avoid"> <td style="width:5%"> </td> <td style="width:3%;vertical-align:top;text-align:left;">•</td> <td style="width:1%;vertical-align:top"> </td> <td style="vertical-align:top;text-align:left;"><div style="margin-top: 0pt; margin-bottom: 0pt; font-family: &quot;Times New Roman&quot;; font-size: 10pt; text-align: left; line-height: normal;">upon not less than 30 days’ prior written notice of redemption to each warrant holder; and </div></td></tr></table><div style="font-size: 6pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;border:0;width:100%"> <tr style="page-break-inside:avoid"> <td style="width:5%"> </td> <td style="width:3%;vertical-align:top;text-align:left;">•</td> <td style="width:1%;vertical-align:top"> </td> <td style="vertical-align:top;text-align:left;"><div style="margin-top: 0pt; margin-bottom: 0pt; font-family: &quot;Times New Roman&quot;; font-size: 10pt; text-align: left; line-height: normal;">if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">30-trading</div> day period ending three trading days before the Company sends the notice of redemption to the warrant holders. </div></td></tr></table><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><div style="font-style:italic;display:inline;">Redemption of warrants when the price per Class A ordinary share equals or exceeds $</div><div style="font-style:italic;display:inline;">10.00</div><div style="font-style:italic;display:inline;">.</div> </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Once the warrants become exercisable, the Company may redeem the outstanding warrants: </div><div style="font-size: 6pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;border:0;width:100%"> <tr style="page-break-inside:avoid"> <td style="width:5%"> </td> <td style="width:3%;vertical-align:top;text-align:left;">•</td> <td style="width:1%;vertical-align:top"> </td> <td style="vertical-align:top;text-align:left;"><div style="margin-top: 0pt; margin-bottom: 0pt; font-family: &quot;Times New Roman&quot;; font-size: 10pt; text-align: left; line-height: normal;">in whole and not in part; </div></td></tr></table><div style="font-size: 6pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;border:0;width:100%"> <tr style="page-break-inside:avoid"> <td style="width:5%"> </td> <td style="width:3%;vertical-align:top;text-align:left;">•</td> <td style="width:1%;vertical-align:top"> </td> <td style="vertical-align:top;text-align:left;"><div style="margin-top: 0pt; margin-bottom: 0pt; font-family: &quot;Times New Roman&quot;; font-size: 10pt; text-align: left; line-height: normal;">at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; </div></td></tr></table><div style="font-size: 6pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;border:0;width:100%"> <tr style="page-break-inside:avoid"> <td style="width:5%"> </td> <td style="width:3%;vertical-align:top;text-align:left;">•</td> <td style="width:1%;vertical-align:top"> </td> <td style="vertical-align:top;text-align:left;"> <div style=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt;text-align:left">if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the30-tradingday period ending three trading days before the Company sends the notice of redemption to the warrant holders; and </div></td></tr></table><div style="font-size: 6pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;border:0;width:100%"> <tr style="page-break-inside:avoid"> <td style="width:5%"> </td> <td style="width:3%;vertical-align:top;text-align:left;">•</td> <td style="width:1%;vertical-align:top"> </td> <td style="vertical-align:top;text-align:left;"><div style="margin-top: 0pt; margin-bottom: 0pt; font-family: &quot;Times New Roman&quot;; font-size: 10pt; text-align: left; line-height: normal;">if the closing price of the Class A ordinary shares for any 20 trading days within <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">a30-tradingday</div> period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. </div></td></tr></table><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the ordinary shares in the Business Combination is payable in the form of ordinary shares in the successor entity, and if the holders of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary shares consists exclusively of cash, the amount of such cash per ordinary share, and (ii) in all other cases, the volume weighted average price of the ordinary shares as reported during the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ten-trading</div> day period ending on the trading day prior to the effective date of the Business Combination. </div><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">“fixed-for-fixed”</div></div> option as defined under FASB ASC Topic No. 815—40, and thus the warrants are not eligible for an exception from derivative accounting. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The accounting treatment of derivative financial instruments requires that the Company record a derivative liability at fair value upon the closing of the IPO. The warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value determined by the Monte Carlo simulation. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. If no events occurred during the period, the warrants will not be reclassified. The fair value of the liabilities is <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measured</div> at the end of every reporting period and the change in fair value is reported in the statements of operations as a gain or loss on derivative financial instruments. </div> 30000000 2500000 10 11.5 P30D P12M P5Y 300000000 10 P185D 10000000 5333333 11.5 9.2 0.60 P20D 9.2 1.15 18 1.80 10 P20D P60D 0.361 18 0.01 P30D 18 P20D P30D 10 0.1 10 P20D P30D P20D P30D 18 0.70 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 4. PRIVATE PLACEMENT </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. <div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair value of the warrants as of the Initial Public Offering was $1.38 per warrant, for a total initial fair value of $7,375,280. The excess of cash received over the fair value of the Private Placement Warrants was $624,720, and is reflected in additional paid-in capital on the statements of changes in shareholders’ equity (deficit) for the year ended December 31, 2022. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. </div></div></div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. </div> 5333333 1.5 8000000 1.38 7375280 624720 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 5. RELATED PARTY TRANSACTIONS </div></div><div style="margin-top: 6pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Founder Shares </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On December 28, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001. On February 11, 2021, the Company effected a share capitalization resulting in the sponsor holding an additional 718,750 class B ordinary shares for an aggregate of 7,906,250 class B ordinary shares including up to 1,031,250 Founder Shares subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On February 17, 2021, the underwriters partially exercised their over-allotment option, hence, 625,000 Founder Shares were no longer subject to forfeiture. At March 28, 2021, the over-allotment option expired, hence the 406,250 Class B ordinary shares were forfeited. As of December 31, 2022 and 2021, there were 7,500,000 Founder Shares issued and outstanding. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">“lock-up”).</div> </div><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">sub-divisions,</div> share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">lock-up.</div> </div><div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;;text-indent: 0px;"><div style="font-weight:bold;display:inline;">Due to related party </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">As of December 31, 2022 and 2021, the amount due to related party was $125,625 and $6,000, respectively, which represents the accrual of the administrative service fee described below. </div><div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;;text-indent: 0px;"><div style="font-weight:bold;display:inline;">Promissory Note-Related Party </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">On December 28, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company was allocated to borrow up to $300,000 to be used for a portion of the expenses of the IPO. These loans were <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-interest</div> bearing, unsecured and were due at the earlier of September 30, 2021 or the closing of the IPO. On February 22, 2021, the Company repaid $131,259 of amounts borrowed from the Sponsor, the funds of which were used to pay offering costs. The note was terminated at February 22, 2021. </div><div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;;text-indent: 0px;"><div style="font-weight:bold;display:inline;">Working Capital Loans </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. A portion of the Working Capital Loans, not to exceed $1,500,000, may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">On December 13<div style="display:inline;">,</div> 2022, the Company issued an unsecured convertible promissory note (the “Convertible Promissory Note”) under the Working Capital Loan to the Sponsor, pursuant to which the Company may borrow up to $1,500,000 from the Sponsor. Such loan may, at the Sponsor’s discretion, be converted into Private Placement Warrants at a price of $1.50 per warrant as described above. The Convertible Promissory Note will not bear any interest, and will be repayable by the Company to the Sponsor, on a date that is the earlier of (a) the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities and (b) the liquidation of the Company. The maturity date of the Convertible Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined under the Convertible Promissory Note). As of December 31, 2022, no <div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">borrowings were made under the Convertible Promissory Note. Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note. </div></div></div><div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;;text-indent: 0px;"><div style="font-weight:bold;display:inline;">Administrative Service Fee </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">The Company has agreed, commencing on the date the securities of the Company are first listed on NYSE, to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. For the year ended December 31, 2022 and for the period from February 12, 2021 (“Listing Date”) to December 31, 2021, the Company incurred $120,000 and $106,000 in expenses in connection with such services. <div style="letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2022 and 2021, there was $125,625 and $6,000 such expenses outstanding and recorded as due to related party on balance sheets. </div>All such expenses were recorded in the accompanying statements of operations. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. </div> 25000 0.003 7187500 0.0001 718750 7906250 1031250 625000 406250 7500000 7500000 7500000 7500000 12 P20D P30D P150D 125625 6000 300000 131259 1500000 1.5 1500000 1.5 0 619164 1500000 10000 120000 106000 125625 6000 <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 6. FAIR VALUE MEASUREMENTS </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following tables presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. </div> <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; font-family: &quot;Times New Roman&quot;; font-size: 10pt; width: 92%; border: 0px; margin: 0px auto; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width:42%"/> <td style="vertical-align:bottom;width:6%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:6%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:6%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:6%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2022</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Quoted Prices<br/> In Active<br/> Markets<br/> (Level 1)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Significant<br/> Other<br/> Observable<br/> Inputs<br/> (Level 2)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Significant<br/> Other<br/> Unobservable<br/> Inputs<br/> (Level 3)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Assets</div> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Investments held in Trust Account - Trading Securities</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">304,086,289</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">304,086,289</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">304,086,289</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">304,086,289</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Liabilities</div> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Public Warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">42,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">42,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Private Warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">26,660</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">26,660</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">68,660</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">42,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">26,660</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; font-family: &quot;Times New Roman&quot;; font-size: 10pt; width: 92%; border: 0px; margin: 0px auto; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width:41%"/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Quoted Prices<br/> In Active<br/> Markets<br/> (Level 1)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Significant<br/> Other<br/> Observable<br/> Inputs<br/> (Level 2)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Significant<br/> Other<br/> Unobservable<br/> Inputs<br/> (Level 3)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Liabilities</div> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Public Warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,799,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,799,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Private Warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">3,111,582</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">3,111,582</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">      8,910,582</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">      5,799,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">3,111,582</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Warrant Liability </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company’s public and private warrant liabilities were valued using a Monte Carlo simulation at issuance date utilizing management judgment and pricing inputs from the quoted underlying ordinary shares. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the public and private warrant liabilities was initially classified as level 3. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On November 4, 2022, the New York Stock Exchange (the “NYSE”) notified the Company, and publicly announced, that the NYSE determined to commence proceedings to delist the Company’s warrants, each whole warrant exercisable for one Class A ordinary share and listed to trade on NYSE under the symbol “CHAA WS”, from the NYSE and that trading in the Warrants would be suspended immediately, due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. The public warrants began to trade over-the counter (OTC) since then. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On March 23, 2023, the Company received approval to transfer the listing of Class A ordinary shares from the NYSE to the NYSE American and on March 28, 2023, the Class A ordinary shares began trading on the NYSE American under the symbol “CHAA”. In connection with the transfer, effective March 28, 2023, any remaining units were mandatorily separated into its component parts and the units are no longer traded on the NYSE. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company’s public warrants began trading publicly on April 5, 2021. After this date, the public warrant values per share were based on the observed trading prices of the public warrants as of each balance sheet date. The fair value of the public warrant liability is classified as level 1 since April 5, 2021 and as of December 31, 2021 and 2022. </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As of December 31, 2022 and 2021, the private placement warrant were valued using a Monte Carlo model using the quoted underlying public warrants. Due to the observable inputs in fair value estimation, the Private warrants were reclassified to level 2 as of December 31, 2021 and 2022. </div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The key inputs used in the Monte Carlo simulation for the private warrants as of December 31, 2022 and 2021 were as follows: </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 54%;"/> <td style="width: 12%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 11%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 11%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Input</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2022</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2021</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">February 17,<br/>2021</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Public Warrant Price</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.004</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.58</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">N/A</div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Risk-free interest rate</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">4.74</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1.32</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">% </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">0.76</div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">% </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Expected term (years)</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.76</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5.63</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">6.03</div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Expected volatility</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5.4</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">10.5</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">% </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">24.10</div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">% </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Stock price</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">10.09</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">9.77</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">9.54</div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Exercise price</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">11.50</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">11.50</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">11.50</div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Likelihood of Completing a Business Combination</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">50</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">95</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">% </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">—  </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">% </div></td> </tr> </table> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; font-family: &quot;Times New Roman&quot;; font-size: 10pt; width: 68%; border: 0px; margin: 0px auto; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width:79%"/> <td style="vertical-align:bottom;width:17%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Warrant<br/> Liability</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Fair value at December 31, 2020</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Initial fair value of public and private warrant liabilities</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">21,165,634</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Change in fair value of public and private warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(5,935,084</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Public warrants transferred to level 1 on April 5, 2021</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(9,800,000</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Change in fair value of private warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(2,318,968</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Private warrants transferred to level 2 as of December 31, 2021</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(3,111,582</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Fair Value at December 31, 2021</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following tables presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. </div> <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; font-family: &quot;Times New Roman&quot;; font-size: 10pt; width: 92%; border: 0px; margin: 0px auto; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width:42%"/> <td style="vertical-align:bottom;width:6%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:6%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:6%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:6%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2022</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Quoted Prices<br/> In Active<br/> Markets<br/> (Level 1)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Significant<br/> Other<br/> Observable<br/> Inputs<br/> (Level 2)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Significant<br/> Other<br/> Unobservable<br/> Inputs<br/> (Level 3)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Assets</div> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Investments held in Trust Account - Trading Securities</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">304,086,289</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">304,086,289</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">304,086,289</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">304,086,289</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Liabilities</div> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Public Warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">42,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">42,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Private Warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">26,660</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">26,660</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">68,660</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">42,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">26,660</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; font-family: &quot;Times New Roman&quot;; font-size: 10pt; width: 92%; border: 0px; margin: 0px auto; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width:41%"/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:5%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Quoted Prices<br/> In Active<br/> Markets<br/> (Level 1)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Significant<br/> Other<br/> Observable<br/> Inputs<br/> (Level 2)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Significant<br/> Other<br/> Unobservable<br/> Inputs<br/> (Level 3)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Liabilities</div> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Public Warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,799,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,799,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Private Warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">3,111,582</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">3,111,582</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">      8,910,582</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">      5,799,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">3,111,582</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;"> —  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 304086289 304086289 0 0 304086289 304086289 0 0 42000 42000 0 26660 26660 0 68660 42000 26660 0 5799000 5799000 0 3111582 3111582 0 8910582 5799000 3111582 0 <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The key inputs used in the Monte Carlo simulation for the private warrants as of December 31, 2022 and 2021 were as follows: </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 54%;"/> <td style="width: 12%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 11%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 11%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Input</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2022</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2021</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">February 17,<br/>2021</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Public Warrant Price</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.004</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.58</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">N/A</div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Risk-free interest rate</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">4.74</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1.32</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">% </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">0.76</div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">% </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Expected term (years)</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.76</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5.63</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">6.03</div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Expected volatility</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5.4</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">10.5</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">% </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">24.10</div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">% </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Stock price</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">10.09</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">9.77</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">9.54</div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Exercise price</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">11.50</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">11.50</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">11.50</div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Likelihood of Completing a Business Combination</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">50</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">95</td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">% </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="white-space: nowrap; vertical-align: bottom; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">—  </div></td> <td style="white-space:nowrap;vertical-align:bottom"><div style="letter-spacing: 0px; top: 0px;;display:inline;">% </div></td> </tr> </table> 0.004 0.58 0.0474 0.0132 0.76 0.76 5.63 6.03 0.054 0.105 24.1 10.09 9.77 9.54 11.5 11.5 11.5 50 95 0 <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; font-family: &quot;Times New Roman&quot;; font-size: 10pt; width: 68%; border: 0px; margin: 0px auto; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width:79%"/> <td style="vertical-align:bottom;width:17%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Warrant<br/> Liability</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Fair value at December 31, 2020</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Initial fair value of public and private warrant liabilities</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">21,165,634</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Change in fair value of public and private warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(5,935,084</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Public warrants transferred to level 1 on April 5, 2021</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(9,800,000</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Change in fair value of private warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(2,318,968</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Private warrants transferred to level 2 as of December 31, 2021</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(3,111,582</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Fair Value at December 31, 2021</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 0 21165634 -5935084 -9800000 -2318968 -3111582 0 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 7. COMMITMENTS AND CONTINGENCIES </div></div> <div style="margin-top: 6pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Registration Rights </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Lock-up</div> period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Underwriters Agreement </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $10,500,000, held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. The deferred underwriting fee is included as a liability on the balance sheets as of December 31, 2022 and 2021. </div> 0.035 0.035 10500000 10500000 <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 8. SHAREHOLDER’S DEFICIT </div></div> <div style="margin-top: 6pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Preference shares </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were no preference shares issued or outstanding. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Class A ordinary shares </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no Class A ordinary shares issued and outstanding, excluding 30,000,000 Class A ordinary shares subject to possible redemption. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Class B ordinary shares </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 per share. At December 31, 2022 and 2021, there were 7,500,000 Class B ordinary shares issued and outstanding. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s second amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">as-converted</div> basis, 20%of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans, unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-to-one.</div></div> </div> 5000000 5000000 0.0001 0.0001 0 0 0 0 500000000 500000000 0.0001 0.0001 0 0 0 0 30000000 30000000 50000000 50000000 0.0001 0.0001 7500000 7500000 7500000 7500000 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 9. SUBSEQUENT EVENTS </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On February 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved i) an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company has to consummate a business combination from February 17, 2023 to the Extended Date (the “Extension Amendment Proposal”), ii) a proposal (the “Trust Amendment Proposal”) to amend the Company’s investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between the Company and Continental Stock Transfer &amp; Trust Company (“CST”), to extend the date by which the Company has to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors (such date, the “Extended Date”). Following such approval by the Company’s shareholders, the Company and CST entered into the Amendment No. 1 to the IMTA on February 14, 2023 (the “IMTA Amendment”). </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection with the vote to approve the Articles Amendment, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to the Extended Date, the Sponsor has agreed to deposit into the Company’s trust account established in connection with its IPO <div style="letter-spacing: 0px; top: 0px;;display:inline;">the lesser of (i) </div>$75,000 <div style="letter-spacing: 0px; top: 0px;;display:inline;">or (ii) $0.0375 f<div style="letter-spacing: 0px; top: 0px;;display:inline;">or each un<div style="letter-spacing: 0px; top: 0px;;display:inline;">redeemed public share, for </div></div></div>each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve an initial Business Combination, and (ii) the date that $900,000 has been loaned. Such loan may, at the Sponsor’s discretion, be converted into warrants (the “Extension Loan Warrants”) to purchase Class A ordinary shares of the Company, par value $0.0001 per share, at a conversion price equal to $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share of the Company at a price of $11.50 <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">per share, subject to the same adjustments applicable to the Private Placement Warrants in connection with the IPO of the Company’s securities. The terms of the Extension Loan Warrants will be identical to those of the Private Placement Warrants. The Extension Loan will not bear any interest, and will be repayable by the Company to the Sponsor, on a date that is the earlier of (a) the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or mor<div style="display:inline;">e</div> businesses or entities and (b) the liquidation of the Company. The maturity date of the Extension Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Extension Note). Up to the date that the financial statements were issued, the Company received $150,000 under the Extension Loan. Using these loans received, the company deposited two <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">tranches</div> of $75,000 into Trust Account on February 22, 2023 and March 21, 2023, respectively. </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">On March 9,<div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;"> </div><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">2023</div> the Company entered into a subscription agreement<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">(the “Subscription Agreement”)<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div>with the Sponsor and Polar Multi-Strategy Master Fund (the “Investor”), pursuant to which, the Sponsor is seeking to raise $<div style="letter-spacing: 0px; top: 0px;;text-indent: 0px;;display:inline;">1,200,000 </div>to fund the Extension and to provide working capital to the Company. The Sponsor has committed to fund $900,000 of this amount through the Extension Note described above and the Investor has agreed to provide the remaining $300,000</div></div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;text-indent: 0px;;display:inline;">. The the Company will request funds from the Sponsor for working capital purposes (“Drawdown Request”). Upon on at least five (5) calendar days’ prior written notice (“Capital Notice”) , the Sponsor may require a drawdown against the capital commitment in order to meet </div></div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">25% of the Sponsor’s commitment to the Company under a Drawdown Request (“Capital Call”). In consideration of the Capital Call(s) made hereunder, the Company will issue 300,000 shares of Class A Common Stock to the Investor at the closing of a Business Combination. Any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or the Company shall pay to the Investor, an amount equal to all <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">under the Subscription Agreement (the “</div>Business Combination Payment<div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">”).</div> The Company and Sponsor are jointly and severally obligated to make the Business Combination Payment to the Investor. The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or shares of Class A Common Stock at a rate of one share of Class A Common Stock for each $10 of the Capital Calls funded under this agreement. If the the Company liquidates without consummating a Business Combination, any amounts remaining in the Sponsor or the Company’s cash accounts after paying any outstanding third party invoices (excluding any due to the Sponsor), not including the Company’s <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">Trust Account</div>, will be paid to the Investor within five (5) days of the liquidation. </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Up to the date that the financial statements were issued, the Company received $619,164 for working capital purpose under the $1,500,000 Convertible Promissory Note.</div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">On March 14, 2023, the Company entered an agreement with Chardan Capital Markets, LLC (“Chardan”) with respect to an event of a stock exchange demand for action by the Company (“Interim Listing Project”) at a time other than the initial closing of a business combination involving the Company and a target or targets. The agreement calls for Chardan to receive a fee of $175,000 at the signing of the agreement and a deferred fee of $275,000 at the earlier of (i) the closing of the Transaction from the closing flow-of-funds or (ii) upon the liquidation of the trust account if the Company has not consummated a business combination. Up to the date that the financial statements were issued, the Company has paid $350,000 to Chardan. </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">On March 26, 2023, the Company entered an agreement with Alumia SARL (“Alumnia”) to act as a non-exclusive transactional and strategic capital markets advisor to the Company assisting introductions and with respect to the Company’s potential business combination. The agreement calls for Alumnia to receive simultaneously with the closing of the Business Combination (a) a fee in the amount of $2,500,000 and (b) a fee of 4% multiplied by the dollar amount of the PIPE provided by third party investors identified and introduced by Alumnia, regardless of whether the counterparty in the applicable business combination was a subject target, payable upon the closing. </div></div></div> 27785141 10.18 282903643 900000 75000 0.0375 900000 0.0001 1.5 11.5 150000 75000 75000 1200000 900000 300000 0.25 300000 one share of Class A Common Stock for each $10 619164 1500000 175000 275000 350000 2500000 0.04 EXCEL 45 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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how.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 47 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 48 FilingSummary.xml IDEA: XBRL DOCUMENT 3.23.1 html 156 222 1 false 53 0 false 8 false false R1.htm 1001 - Document - Cover Page Sheet http://www.catchainvestmentcorp.com/role/CoverPage Cover Page Cover 1 false false R2.htm 1002 - Statement - Balance Sheets Sheet http://www.catchainvestmentcorp.com/role/BalanceSheets Balance Sheets Statements 2 false false R3.htm 1003 - Statement - Balance Sheets (Parenthetical) Sheet http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical Balance Sheets (Parenthetical) Statements 3 false false R4.htm 1004 - Statement - Statements Of Operations Sheet http://www.catchainvestmentcorp.com/role/StatementsOfOperations Statements Of Operations Statements 4 false false R5.htm 1005 - Statement - Statements Of Changes In Shareholders' Equity (Deficit) Sheet http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit Statements Of Changes In Shareholders' Equity (Deficit) Statements 5 false false R6.htm 1006 - Statement - Statements Of Changes In Shareholders' Equity (Deficit) (Parenthetical) Sheet http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficitParenthetical Statements Of Changes In Shareholders' Equity (Deficit) (Parenthetical) Statements 6 false false R7.htm 1007 - Statement - Statements Of Cash Flows Sheet http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows Statements Of Cash Flows Statements 7 false false R8.htm 1008 - Disclosure - Organization and Business Operation Sheet http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperation Organization and Business Operation Notes 8 false false R9.htm 1009 - Disclosure - Summary Of Significant Accounting Policies Sheet http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPolicies Summary Of Significant Accounting Policies Notes 9 false false R10.htm 1010 - Disclosure - Initial Public Offering Sheet http://www.catchainvestmentcorp.com/role/InitialPublicOffering Initial Public Offering Notes 10 false false R11.htm 1011 - Disclosure - Private Placement Sheet http://www.catchainvestmentcorp.com/role/PrivatePlacement Private Placement Notes 11 false false R12.htm 1012 - Disclosure - Related Party Transactions Sheet http://www.catchainvestmentcorp.com/role/RelatedPartyTransactions Related Party Transactions Notes 12 false false R13.htm 1013 - Disclosure - Fair Value Measurements Sheet http://www.catchainvestmentcorp.com/role/FairValueMeasurements Fair Value Measurements Notes 13 false false R14.htm 1014 - Disclosure - Commitments and Contingencies Sheet http://www.catchainvestmentcorp.com/role/CommitmentsAndContingencies Commitments and Contingencies Notes 14 false false R15.htm 1015 - Disclosure - Shareholder's Deficit Sheet http://www.catchainvestmentcorp.com/role/ShareholderSDeficit Shareholder's Deficit Notes 15 false false R16.htm 1016 - Disclosure - Subsequent Events Sheet http://www.catchainvestmentcorp.com/role/SubsequentEvents Subsequent Events Notes 16 false false R17.htm 1017 - Disclosure - Summary Of Significant Accounting Policies (Policies) Sheet http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies Summary Of Significant Accounting Policies (Policies) Policies http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPolicies 17 false false R18.htm 1018 - Disclosure - Summary Of Significant Accounting Policies (Tables) Sheet http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesTables Summary Of Significant Accounting Policies (Tables) Tables http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPolicies 18 false false R19.htm 1019 - Disclosure - Fair Value Measurements (Tables) Sheet http://www.catchainvestmentcorp.com/role/FairValueMeasurementsTables Fair Value Measurements (Tables) Tables http://www.catchainvestmentcorp.com/role/FairValueMeasurements 19 false false R20.htm 1020 - Disclosure - Organization and Business Operation - Additional Information (Detail) Sheet http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail Organization and Business Operation - Additional Information (Detail) Details 20 false false R21.htm 1021 - Disclosure - Summary Of Significant Accounting Policies - Additional Information (Detail) Sheet http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail Summary Of Significant Accounting Policies - Additional Information (Detail) Details 21 false false R22.htm 1022 - Disclosure - Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) Sheet http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) Details 22 false false R23.htm 1023 - Disclosure - Summary Of Significant Accounting Policies - Summary of Debt Securities held-to-maturity (Detail) Sheet http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail Summary Of Significant Accounting Policies - Summary of Debt Securities held-to-maturity (Detail) Details 23 false false R24.htm 1024 - Disclosure - Summary Of Significant Accounting Policies - Summary of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet (Detail) Sheet http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail Summary Of Significant Accounting Policies - Summary of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet (Detail) Details 24 false false R25.htm 1025 - Disclosure - Initial Public Offering - Additional Information (Detail) Sheet http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail Initial Public Offering - Additional Information (Detail) Details 25 false false R26.htm 1026 - Disclosure - Private Placement - Additional Information (Detail) Sheet http://www.catchainvestmentcorp.com/role/PrivatePlacementAdditionalInformationDetail Private Placement - Additional Information (Detail) Details 26 false false R27.htm 1027 - Disclosure - Related Party Transactions - Additional Information (Detail) Sheet http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail Related Party Transactions - Additional Information (Detail) Details 27 false false R28.htm 1028 - Disclosure - Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value (Detail) Sheet http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value (Detail) Details 28 false false R29.htm 1029 - Disclosure - Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) Sheet http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) Details 29 false false R30.htm 1030 - Disclosure - Fair Value Measurements - Summary of the changes in the fair value of the warrant liability (Detail) Sheet http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfTheChangesInTheFairValueOfTheWarrantLiabilityDetail Fair Value Measurements - Summary of the changes in the fair value of the warrant liability (Detail) Details 30 false false R31.htm 1031 - Disclosure - Commitments and Contingencies - Additional Information (Detail) Sheet http://www.catchainvestmentcorp.com/role/CommitmentsAndContingenciesAdditionalInformationDetail Commitments and Contingencies - Additional Information (Detail) Details 31 false false R32.htm 1032 - Disclosure - Shareholder's Deficit - Additional Information (Detail) Sheet http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail Shareholder's Deficit - Additional Information (Detail) Details 32 false false R33.htm 1033 - Disclosure - Subsequent Events - Additional Information (Detail) Sheet http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail Subsequent Events - Additional Information (Detail) Details 33 false false All Reports Book All Reports [dq-0542-Deprecated-Concept] Concept DueToAffiliateCurrent in us-gaap/2022 used in 4 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. d389610d10k.htm 3627, 3631, 5289 [dq-0542-Deprecated-Concept] Concept NotesPayableRelatedPartiesClassifiedCurrent in us-gaap/2022 used in 5 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. d389610d10k.htm 4962, 5289, 5851 [dq-0542-Deprecated-Concept] Concept DueToRelatedPartiesCurrent in us-gaap/2022 used in 2 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. d389610d10k.htm 5289 [dq-0542-Deprecated-Concept] Concept RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty in us-gaap/2022 used in 2 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. d389610d10k.htm 5289 [ix-0514-Hidden-Fact-Eligible-For-Transform] WARN: 1 fact(s) appearing in ix:hidden were eligible for transformation: chaa:NumberOfDaysAfterBusinessCombinationWithinWhichPublicSharesShallBeRedeemed - d389610d10k.htm 3445 d389610d10k.htm chaa-20221231.xsd chaa-20221231_cal.xml chaa-20221231_def.xml chaa-20221231_lab.xml chaa-20221231_pre.xml d389610dex311.htm d389610dex312.htm d389610dex321.htm d389610dex322.htm http://fasb.org/us-gaap/2022 http://xbrl.sec.gov/dei/2022 true true JSON 51 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "d389610d10k.htm": { "axisCustom": 4, "axisStandard": 21, "baseTaxonomies": { "http://fasb.org/us-gaap/2022": 393, "http://xbrl.sec.gov/dei/2022": 38 }, "contextCount": 156, "dts": { "calculationLink": { "local": [ "chaa-20221231_cal.xml" ] }, "definitionLink": { "local": [ "chaa-20221231_def.xml" ] }, "inline": { "local": [ "d389610d10k.htm" ] }, "labelLink": { "local": [ "chaa-20221231_lab.xml" ] }, "presentationLink": { "local": [ "chaa-20221231_pre.xml" ] }, "schema": { "local": [ "chaa-20221231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/arcrole/factExplanatory-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-2022.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-roles-2022.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-types-2022.xsd", "https://xbrl.fasb.org/srt/2022q3/srt-sup-2022q3.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-gaap-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-roles-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-types-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022q3/us-gaap-sup-2022q3.xsd", "https://xbrl.sec.gov/country/2022/country-2022.xsd", "https://xbrl.sec.gov/currency/2022/currency-2022.xsd", "https://xbrl.sec.gov/dei/2022/dei-2022.xsd", "https://xbrl.sec.gov/exch/2022/exch-2022.xsd", "https://xbrl.sec.gov/naics/2022/naics-2022.xsd", "https://xbrl.sec.gov/sic/2022/sic-2022.xsd", "https://xbrl.sec.gov/stpr/2022/stpr-2022.xsd" ] } }, "elementCount": 377, "entityCount": 1, "hidden": { "http://www.catchainvestmentcorp.com/20221231": 1, "http://xbrl.sec.gov/dei/2022": 3, "total": 4 }, "keyCustom": 65, "keyStandard": 157, "memberCustom": 27, "memberStandard": 26, "nsprefix": "chaa", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "report": { "R1": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "1001 - Document - Cover Page", "menuCat": "Cover", "order": "1", "role": "http://www.catchainvestmentcorp.com/role/CoverPage", "shortName": "Cover Page", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "chaa:InitialPublicOfferingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1010 - Disclosure - Initial Public Offering", "menuCat": "Notes", "order": "10", "role": "http://www.catchainvestmentcorp.com/role/InitialPublicOffering", "shortName": "Initial Public Offering", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "chaa:InitialPublicOfferingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "chaa:PrivatePlacementDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1011 - Disclosure - Private Placement", "menuCat": "Notes", "order": "11", "role": "http://www.catchainvestmentcorp.com/role/PrivatePlacement", "shortName": "Private Placement", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "chaa:PrivatePlacementDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1012 - Disclosure - Related Party Transactions", "menuCat": "Notes", "order": "12", "role": "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactions", "shortName": "Related Party Transactions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1013 - Disclosure - Fair Value Measurements", "menuCat": "Notes", "order": "13", "role": "http://www.catchainvestmentcorp.com/role/FairValueMeasurements", "shortName": "Fair Value Measurements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1014 - Disclosure - Commitments and Contingencies", "menuCat": "Notes", "order": "14", "role": "http://www.catchainvestmentcorp.com/role/CommitmentsAndContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1015 - Disclosure - Shareholder's Deficit", "menuCat": "Notes", "order": "15", "role": "http://www.catchainvestmentcorp.com/role/ShareholderSDeficit", "shortName": "Shareholder's Deficit", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1016 - Disclosure - Subsequent Events", "menuCat": "Notes", "order": "16", "role": "http://www.catchainvestmentcorp.com/role/SubsequentEvents", "shortName": "Subsequent Events", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1017 - Disclosure - Summary Of Significant Accounting Policies (Policies)", "menuCat": "Policies", "order": "17", "role": "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies", "shortName": "Summary Of Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:HeldToMaturitySecuritiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1018 - Disclosure - Summary Of Significant Accounting Policies (Tables)", "menuCat": "Tables", "order": "18", "role": "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesTables", "shortName": "Summary Of Significant Accounting Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:HeldToMaturitySecuritiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1019 - Disclosure - Fair Value Measurements (Tables)", "menuCat": "Tables", "order": "19", "role": "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsTables", "shortName": "Fair Value Measurements (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:Cash", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002 - Statement - Balance Sheets", "menuCat": "Statements", "order": "2", "role": "http://www.catchainvestmentcorp.com/role/BalanceSheets", "shortName": "Balance Sheets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "lang": null, "name": "us-gaap:PrepaidExpenseCurrent", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "div", "us-gaap:NatureOfOperations", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "dei:EntityIncorporationDateOfIncorporation", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1020 - Disclosure - Organization and Business Operation - Additional Information (Detail)", "menuCat": "Details", "order": "20", "role": "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "shortName": "Organization and Business Operation - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "us-gaap:NatureOfOperations", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "dei:EntityIncorporationDateOfIncorporation", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "div", "us-gaap:ConcentrationRiskCreditRisk", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CashFDICInsuredAmount", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1021 - Disclosure - Summary Of Significant Accounting Policies - Additional Information (Detail)", "menuCat": "Details", "order": "21", "role": "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "shortName": "Summary Of Significant Accounting Policies - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "us-gaap:ConcentrationRiskCreditRisk", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CashFDICInsuredAmount", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "ix:continuation", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022_CommonClassAMemberusgaapStatementClassOfStockAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:NetIncomeLossAttributableToRedeemableNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1022 - Disclosure - Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail)", "menuCat": "Details", "order": "22", "role": "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail", "shortName": "Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "ix:continuation", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022_CommonClassAMemberusgaapStatementClassOfStockAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:NetIncomeLossAttributableToRedeemableNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022_AssetHeldInTrustMemberusgaapInvestmentTypeAxis_USTreasurySecuritiesMemberusgaapFinancialInstrumentAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:HeldToMaturitySecurities", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1023 - Disclosure - Summary Of Significant Accounting Policies - Summary of Debt Securities held-to-maturity (Detail)", "menuCat": "Details", "order": "23", "role": "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail", "shortName": "Summary Of Significant Accounting Policies - Summary of Debt Securities held-to-maturity (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022_AssetHeldInTrustMemberusgaapInvestmentTypeAxis_HeldToMaturityMemberCHAATypeOfSecuritiesAxis_USTreasurySecuritiesMemberusgaapFinancialInstrumentAxis", "decimals": "0", "lang": null, "name": "us-gaap:HeldToMaturitySecurities", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "div", "us-gaap:NatureOfOperations", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P02_17_2021To02_17_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceInitialPublicOffering", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1024 - Disclosure - Summary Of Significant Accounting Policies - Summary of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet (Detail)", "menuCat": "Details", "order": "24", "role": "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail", "shortName": "Summary Of Significant Accounting Policies - Summary of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:TemporaryEquityTableTextBlock", "chaa:TemporaryEquityPolicyTextBlock", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2021To12_31_2021_CommonClassAMemberusgaapStatementClassOfStockAxis", "decimals": "0", "lang": null, "name": "chaa:ProceedsAllocatedToPublicWarrants", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "div", "us-gaap:NatureOfOperations", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn02_17_2021", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:SaleOfStockPricePerShare", "reportCount": 1, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1025 - Disclosure - Initial Public Offering - Additional Information (Detail)", "menuCat": "Details", "order": "25", "role": "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "shortName": "Initial Public Offering - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "chaa:InitialPublicOfferingDisclosureTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "2", "lang": null, "name": "chaa:PercentageOfCapitalRaisedForBusinessCombinationToTotalEquityProceeds", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "div", "us-gaap:NatureOfOperations", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P02_17_2021To02_17_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceOfWarrants", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1026 - Disclosure - Private Placement - Additional Information (Detail)", "menuCat": "Details", "order": "26", "role": "http://www.catchainvestmentcorp.com/role/PrivatePlacementAdditionalInformationDetail", "shortName": "Private Placement - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "chaa:PrivatePlacementDisclosureTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn02_17_2021_PrivatePlacementWarrantsMemberusgaapClassOfWarrantOrRightAxis", "decimals": "2", "lang": null, "name": "chaa:FairValueOfTheWarrantPerShare", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "div", "us-gaap:NatureOfOperations", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn02_17_2021", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:SaleOfStockPricePerShare", "reportCount": 1, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1027 - Disclosure - Related Party Transactions - Additional Information (Detail)", "menuCat": "Details", "order": "27", "role": "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "shortName": "Related Party Transactions - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022_AdministrativeServiceFeeMemberusgaapRelatedPartyTransactionAxis", "decimals": "0", "lang": null, "name": "us-gaap:DueToRelatedPartiesCurrent", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DerivativeLiabilitiesNoncurrent", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1028 - Disclosure - Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value (Detail)", "menuCat": "Details", "order": "28", "role": "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail", "shortName": "Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022_FairValueMeasurementsRecurringMemberusgaapFairValueByMeasurementFrequencyAxis", "decimals": "0", "lang": null, "name": "us-gaap:InvestmentsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "ix:continuation", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022_MeasurementInputPublicWarrantPriceMemberusgaapMeasurementInputTypeAxis", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:WarrantsAndRightsOutstandingMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1029 - Disclosure - Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail)", "menuCat": "Details", "order": "29", "role": "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail", "shortName": "Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "ix:continuation", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022_MeasurementInputPublicWarrantPriceMemberusgaapMeasurementInputTypeAxis", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:WarrantsAndRightsOutstandingMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "us-gaap:TemporaryEquitySharesOutstanding", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:TemporaryEquitySharesOutstanding", "reportCount": 1, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003 - Statement - Balance Sheets (Parenthetical)", "menuCat": "Statements", "order": "3", "role": "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "shortName": "Balance Sheets (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "INF", "lang": null, "name": "us-gaap:TemporaryEquityParOrStatedValuePerShare", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock", "ix:continuation", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2020_WarrantLiabilityMemberusgaapDerivativeInstrumentRiskAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisWithUnobservableInputs", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1030 - Disclosure - Fair Value Measurements - Summary of the changes in the fair value of the warrant liability (Detail)", "menuCat": "Details", "order": "30", "role": "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfTheChangesInTheFairValueOfTheWarrantLiabilityDetail", "shortName": "Fair Value Measurements - Summary of the changes in the fair value of the warrant liability (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock", "ix:continuation", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2020_WarrantLiabilityMemberusgaapDerivativeInstrumentRiskAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisWithUnobservableInputs", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": "3", "first": true, "lang": null, "name": "chaa:DeferredUnderwritingFeePercentage", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1031 - Disclosure - Commitments and Contingencies - Additional Information (Detail)", "menuCat": "Details", "order": "31", "role": "http://www.catchainvestmentcorp.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "shortName": "Commitments and Contingencies - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": "3", "first": true, "lang": null, "name": "chaa:DeferredUnderwritingFeePercentage", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:PreferredStockSharesAuthorized", "reportCount": 1, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1032 - Disclosure - Shareholder's Deficit - Additional Information (Detail)", "menuCat": "Details", "order": "32", "role": "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "shortName": "Shareholder's Deficit - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "us-gaap:TemporaryEquitySharesOutstanding", "div", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022_CommonClassAMemberusgaapStatementClassOfStockAxis_CommonStockSubjectToMandatoryRedemptionMemberusgaapScheduleOfSharesSubjectToMandatoryRedemptionBySettlementTermsAxis", "decimals": "INF", "lang": null, "name": "us-gaap:TemporaryEquitySharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:TemporaryEquityCarryingAmountAttributableToParent", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1033 - Disclosure - Subsequent Events - Additional Information (Detail)", "menuCat": "Details", "order": "33", "role": "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail", "shortName": "Subsequent Events - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P02_14_2023To02_14_2023_ChardanCapitalMarketsLLCMemberdeiLegalEntityAxis_SubsequentEventMemberusgaapSubsequentEventTypeAxis", "decimals": "0", "lang": null, "name": "chaa:ListingFee", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "chaa:FormationAndOperatingCosts", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004 - Statement - Statements Of Operations", "menuCat": "Statements", "order": "4", "role": "http://www.catchainvestmentcorp.com/role/StatementsOfOperations", "shortName": "Statements Of Operations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "chaa:FormationAndOperatingCosts", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "div", "div", "td", "tr", "table", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005 - Statement - Statements Of Changes In Shareholders' Equity (Deficit)", "menuCat": "Statements", "order": "5", "role": "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "shortName": "Statements Of Changes In Shareholders' Equity (Deficit)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "td", "tr", "table", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "div", "td", "tr", "table", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P02_17_2021To02_17_2021_PrivatePlacementWarrantsMemberusgaapClassOfWarrantOrRightAxis", "decimals": "INF", "first": true, "lang": null, "name": "chaa:ClassOfWarrantsOrRightsWarrantsIssuedDuringThePeriod", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1006 - Statement - Statements Of Changes In Shareholders' Equity (Deficit) (Parenthetical)", "menuCat": "Statements", "order": "6", "role": "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficitParenthetical", "shortName": "Statements Of Changes In Shareholders' Equity (Deficit) (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "div", "td", "tr", "table", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P02_17_2021To02_17_2021_PrivatePlacementWarrantsMemberusgaapClassOfWarrantOrRightAxis", "decimals": "INF", "first": true, "lang": null, "name": "chaa:ClassOfWarrantsOrRightsWarrantsIssuedDuringThePeriod", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "div", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1007 - Statement - Statements Of Cash Flows", "menuCat": "Statements", "order": "7", "role": "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows", "shortName": "Statements Of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": "0", "lang": null, "name": "us-gaap:IncreaseDecreaseInPrepaidExpense", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1008 - Disclosure - Organization and Business Operation", "menuCat": "Notes", "order": "8", "role": "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperation", "shortName": "Organization and Business Operation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1009 - Disclosure - Summary Of Significant Accounting Policies", "menuCat": "Notes", "order": "9", "role": "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPolicies", "shortName": "Summary Of Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d389610d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 53, "tag": { "chaa_AccountingPoliciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Accounting policies.", "label": "Accounting Policies [Line Items]" } } }, "localname": "AccountingPoliciesLineItems", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "chaa_AccountingPoliciesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Accounting policies.", "label": "Accounting Policies [Table]" } } }, "localname": "AccountingPoliciesTable", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "chaa_AccretionOfInterestIncomeToClassASharesSubjectToRedemption": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accretion of interest income to Class A shares subject to redemption.", "label": "Accretion Of Interest Income To Class A Shares Subject To Redemption", "negatedLabel": "Accretion of interest income to Class A shares subject to possible redemption", "presentationGuidance": "Accretion of interest income to Class A shares subject to possible redemption", "verboseLabel": "Add: Accretion of interest income to Class A shares subject to possible redemption" } } }, "localname": "AccretionOfInterestIncomeToClassASharesSubjectToRedemption", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "monetaryItemType" }, "chaa_AdjustmentsToAdditionalPaidInCapitalDeferredUnderwriterDiscount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Adjustments to additional paid in capital deferred underwriter discount.", "label": "Adjustments To Additional Paid In Capital Deferred Underwriter Discount", "terseLabel": "Adjustments to additional paid in capital deferred underwriting fee" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalDeferredUnderwriterDiscount", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_AdjustmentsToAdditionalPaidInCapitalUnderwriterDiscount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Adjustments to additional paid in capital underwriter discount.", "label": "Adjustments To Additional Paid In Capital Underwriter Discount", "terseLabel": "Adjustments to additional paid in capital underwriting fees" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalUnderwriterDiscount", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_AdministrativeServiceFeeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Administrative Service Fee [Member]" } } }, "localname": "AdministrativeServiceFeeMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_AdvisorFee": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Advisor fee.", "label": "Advisor Fee", "terseLabel": "Advisor fee" } } }, "localname": "AdvisorFee", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_AfterBusinessCombinationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "After Business Combination.", "label": "After Business Combination [Member]", "verboseLabel": "After Business Combination [Member]" } } }, "localname": "AfterBusinessCombinationMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_AfterInitialPublicOfferMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "After Initial Public Offer", "label": "After Initial Public Offer [Member]", "verboseLabel": "After Initial Public Offer [Member]" } } }, "localname": "AfterInitialPublicOfferMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_AggregateListingFee": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate listing fee.", "label": "Aggregate Listing Fee", "terseLabel": "Aggregate listing fee" } } }, "localname": "AggregateListingFee", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_AgreementAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agreement.", "label": "Agreement [Axis]" } } }, "localname": "AgreementAxis", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "chaa_AgreementDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agreement.", "label": "Agreement [Domain]" } } }, "localname": "AgreementDomain", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_AlumiaSARLMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Alumia SARL.", "label": "Alumia SARL [Member]" } } }, "localname": "AlumiaSARLMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_AssetsHeldInTrustMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Assets Held In Trust.", "label": "Assets Held In Trust [Member]" } } }, "localname": "AssetsHeldInTrustMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "domainItemType" }, "chaa_BusinessCombinationPaymentSettlementInSharesDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business combination payment settlement in shares description.", "label": "Business Combination Payment Settlement in Shares Description", "terseLabel": "Business combination payment settlement in shares description" } } }, "localname": "BusinessCombinationPaymentSettlementInSharesDescription", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "chaa_CashDepositedInTrustAccount": { "auth_ref": [], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cash Deposited In Trust Account.", "label": "Cash Deposited In Trust Account", "negatedLabel": "Cash deposited in Trust Account" } } }, "localname": "CashDepositedInTrustAccount", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "chaa_ChangeInFairValueOfOverallotmentOptionLiability": { "auth_ref": [], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://www.catchainvestmentcorp.com/role/StatementsOfOperations": { "order": 7.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Change in fair value of over-allotment option liability.", "label": "Change in fair value of overallotment option liability", "negatedLabel": "Change in fair value of over-allotment option liability", "terseLabel": "Change in fair value of overallotment option liability" } } }, "localname": "ChangeInFairValueOfOverallotmentOptionLiability", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows", "http://www.catchainvestmentcorp.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "chaa_ChardanCapitalMarketsLLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Chardan Capital Markets, LLC.", "label": "Chardan Capital Markets LLC [Member]" } } }, "localname": "ChardanCapitalMarketsLLCMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_ClassAOrdinarySharesSubjectToPossibleRedemptionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Class A Ordinary Shares Subject To Possible Redemption [Member]", "terseLabel": "Class A ordinary shares subject to possible redemption [Member]" } } }, "localname": "ClassAOrdinarySharesSubjectToPossibleRedemptionMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfOperations" ], "xbrltype": "domainItemType" }, "chaa_ClassOfWarrantsExercisePriceAdjustmentPercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrant or right, redemption price adjustment percentage.", "label": "Class Of Warrants Exercise Price Adjustment Percentage", "terseLabel": "Class of warrant or right, redemption price adjustment percentage" } } }, "localname": "ClassOfWarrantsExercisePriceAdjustmentPercentage", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "chaa_ClassOfWarrantsOrRightsIssuePricePerUnit": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants or rights issue price per unit.", "label": "Class Of Warrants Or Rights Issue Price Per Unit", "terseLabel": "Class of warrants or rights issue price per unit" } } }, "localname": "ClassOfWarrantsOrRightsIssuePricePerUnit", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "chaa_ClassOfWarrantsOrRightsIssuedDuringThePeriodShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants or rights issued during the period shares.", "label": "Class Of Warrants Or Rights Issued During The Period Shares", "terseLabel": "Class of warrants or rights warrants issued during the period shares" } } }, "localname": "ClassOfWarrantsOrRightsIssuedDuringThePeriodShares", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "chaa_ClassOfWarrantsOrRightsWarrantsIssuedDuringThePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants or rights warrants issued during the period.", "label": "Class Of Warrants Or Rights Warrants Issued During The Period", "terseLabel": "Class of warrants or rights warrants issued during the period" } } }, "localname": "ClassOfWarrantsOrRightsWarrantsIssuedDuringThePeriod", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficitParenthetical" ], "xbrltype": "sharesItemType" }, "chaa_ClassOfWarrantsPeriodAfterWhichTheyAreExcercisable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants period after which they are excercisable.", "label": "Class Of Warrants Period After Which They Are Excercisable", "terseLabel": "Class of warrants or rights period after which they are excercisable" } } }, "localname": "ClassOfWarrantsPeriodAfterWhichTheyAreExcercisable", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "chaa_ClassOfWarrantsRedemptionNoticePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants, redemption notice period.", "label": "Class Of Warrants Redemption Notice Period", "verboseLabel": "Class of warrants redemption notice period" } } }, "localname": "ClassOfWarrantsRedemptionNoticePeriod", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "chaa_ClassOfWarrantsRedemptionPricePerUnit": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants, redemption price per unit.", "label": "Class Of Warrants Redemption Price Per Unit", "terseLabel": "Class of warrants, redemption price per unit" } } }, "localname": "ClassOfWarrantsRedemptionPricePerUnit", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "chaa_CommitmentBySponsorForDepositInTheTrustAccount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Commitment by sponsor for deposit in the trust account.", "label": "Commitment By Sponsor For Deposit In The Trust Account", "terseLabel": "Commitment by sponsor for deposit in the trust account" } } }, "localname": "CommitmentBySponsorForDepositInTheTrustAccount", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_CommonStockNotSubjectToForfeiture": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common stock not subject to forfeiture.", "label": "Common Stock Not Subject To Forfeiture", "terseLabel": "Common stock not subject to forfeiture" } } }, "localname": "CommonStockNotSubjectToForfeiture", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "chaa_DateAfterWhichWarrantsAreExcercisableAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Date After Which Warrants Are Excercisable.", "label": "Date After Which Warrants Are Excercisable [Axis]" } } }, "localname": "DateAfterWhichWarrantsAreExcercisableAxis", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "chaa_DateAfterWhichWarrantsAreExcercisableDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Date After Which Warrants Are Excercisable.", "label": "Date After Which Warrants Are Excercisable [Domain]" } } }, "localname": "DateAfterWhichWarrantsAreExcercisableDomain", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_DeferredFee": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred fee.", "label": "Deferred Fee", "terseLabel": "Deferred fee" } } }, "localname": "DeferredFee", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_DeferredUnderwritingFeePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred Underwriting fee percentage.", "label": "Deferred Underwriting Fee Percentage" } } }, "localname": "DeferredUnderwritingFeePercentage", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "chaa_DeferredUnderwritingFeesRecognized": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred underwriting fees recognized.", "label": "Deferred Underwriting Fees Recognized", "terseLabel": "Deferred underwriting fees recognized" } } }, "localname": "DeferredUnderwritingFeesRecognized", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_Deferredunderwritingcommissionschargedtoadditionalpaidincapital": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred underwriting commissions charged to additional paid in capital.", "label": "DeferredUnderwritingCommissionsChargedToAdditionalPaidInCapital", "terseLabel": "Deferred underwriting commissions charged to additional paid-in capital" } } }, "localname": "Deferredunderwritingcommissionschargedtoadditionalpaidincapital", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "chaa_DepositInToTrustAccountPerPublicShareForEachMonth": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deposit in to trust account per share for each month.", "label": "Deposit in To Trust Account Per Public Share for Each Month", "terseLabel": "Deposit in to trust account per share for each month extension" } } }, "localname": "DepositInToTrustAccountPerPublicShareForEachMonth", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "chaa_EmergingGrowthCompanyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Emerging Growth Company.", "label": "Emerging Growth Company [Policy Text Block]", "terseLabel": "Emerging Growth Company Status" } } }, "localname": "EmergingGrowthCompanyPolicyTextBlock", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "chaa_ExtensionLoanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Extension Loan.", "label": "Extension Loan [Member]" } } }, "localname": "ExtensionLoanMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_ExtensionLoanWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Extension Loan Warrants.", "label": "Extension Loan Warrants [Member]" } } }, "localname": "ExtensionLoanWarrantsMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_FairMarketValuePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fair market value per share.", "label": "Fair Market Value Per Share", "terseLabel": "Fair market value per share" } } }, "localname": "FairMarketValuePerShare", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "chaa_FairValueOfNetAssetsOfProspectiveAcquireeAsAPercentageOfNetAssetsInTheTrustAccount": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fair value of net assets of prospective acquiree as a percentage of net assets in the trust account.", "label": "Fair Value Of Net Assets Of Prospective Acquiree As A Percentage Of Net Assets In The Trust Account", "terseLabel": "Fair value of net assets of prospective acquiree as a percentage of net assets in the trust account" } } }, "localname": "FairValueOfNetAssetsOfProspectiveAcquireeAsAPercentageOfNetAssetsInTheTrustAccount", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "chaa_FairValueOfTheWarrantPerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fair value of the warrant per share.", "label": "Fair Value Of The Warrant Per Share", "terseLabel": "Fair value of the warrant per share" } } }, "localname": "FairValueOfTheWarrantPerShare", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "chaa_FormationAndOperatingCosts": { "auth_ref": [], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfOperations": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Formation and Operating Costs.", "label": "Formation and Operating Costs", "terseLabel": "Formation and operating costs" } } }, "localname": "FormationAndOperatingCosts", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "chaa_FounderSharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Founder Shares [Member]" } } }, "localname": "FounderSharesMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_HeldToMaturityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Held to Maturity [Member]" } } }, "localname": "HeldToMaturityMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "domainItemType" }, "chaa_InitialClassificationOfWarrantLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Initial classification of warrant liability.", "label": "Initial Classification of Warrant Liability", "terseLabel": "Initial classification of warrant liability" } } }, "localname": "InitialClassificationOfWarrantLiability", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "chaa_InitialFairValueOfOverallotmentOption": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Initial fair value of over-allotment option.", "label": "Initial Fair Value Of OverAllotment Option", "negatedLabel": "Less: Initial fair value of over-allotment option" } } }, "localname": "InitialFairValueOfOverallotmentOption", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "monetaryItemType" }, "chaa_InitialPublicOfferingDisclosureTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Initial public offering disclosure.", "label": "Initial Public Offering Disclosure [Text Block]", "terseLabel": "Initial Public Offering" } } }, "localname": "InitialPublicOfferingDisclosureTextBlock", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOffering" ], "xbrltype": "textBlockItemType" }, "chaa_InitialValueOfClassaOrdinarySharesSubjectToPossibleRedemption": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Initial value of Class\u00a0A ordinary shares subject to possible redemption.", "label": "Initial value of ClassA Ordinary Shares Subject to Possible Redemption", "terseLabel": "Initial value of Class A ordinary shares subject to possible redemption" } } }, "localname": "InitialValueOfClassaOrdinarySharesSubjectToPossibleRedemption", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "chaa_ListingFee": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Listing fee.", "label": "Listing Fee", "terseLabel": "Listing fee" } } }, "localname": "ListingFee", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_MaximumThresholdDepositInToTrustAccountForEachMonth": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Maximum threshold deposit in to trust account for each month extension.", "label": "Maximum Threshold Deposit in To Trust Account for Each Month", "terseLabel": "Maximum threshold deposit in to trust account for each month extension" } } }, "localname": "MaximumThresholdDepositInToTrustAccountForEachMonth", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_MeasurementInputLikelihoodOfCompletingABusinessCombinationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement Input Likelihood Of Completing A Business Combination.", "label": "Measurement Input Likelihood Of Completing A Business Combination [Member]", "terseLabel": "Likelihood of Completing a Business Combination [Member]" } } }, "localname": "MeasurementInputLikelihoodOfCompletingABusinessCombinationMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "chaa_MeasurementInputPublicWarrantPriceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement Input Public Warrant Price.", "label": "Measurement Input Public Warrant Price [Member]", "terseLabel": "Public Warrant Price [Member]" } } }, "localname": "MeasurementInputPublicWarrantPriceMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "chaa_MinimumLockInPeriodToBecomeEffectiveAfterTheClosingOfTheInitialBusinessCombination": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Minimum lock in period\u00a0to become effective after the closing of the initial Business Combination.", "label": "Minimum Lock In Period To Become Effective After The Closing Of The Initial Business Combination", "terseLabel": "Minimum lock In period\u00a0to become effective after the closing of the initial Business Combination" } } }, "localname": "MinimumLockInPeriodToBecomeEffectiveAfterTheClosingOfTheInitialBusinessCombination", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "chaa_MinimumLockInPeriodforSecRegistrationFromDateOfBusinessCombination": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Minimum lock In period\u00a0For SEC Registration From Date Of Business Combination.", "label": "Minimum Lock In periodFor SEC Registration From Date Of Business Combination", "terseLabel": "Minimum lock In period\u00a0for SEC registration from date of business combination" } } }, "localname": "MinimumLockInPeriodforSecRegistrationFromDateOfBusinessCombination", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "chaa_MinimumPerShareAmountToBeMaintainedInTheTrustAccount": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Minimum per share amount to be maintained in the trust account.", "label": "Minimum Per Share Amount To Be Maintained In The Trust Account", "terseLabel": "Minimum per share amount to be maintained in the trust account" } } }, "localname": "MinimumPerShareAmountToBeMaintainedInTheTrustAccount", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "chaa_NetWorkingCapital": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Net working capital.", "label": "Net Working Capital", "terseLabel": "Net working capital" } } }, "localname": "NetWorkingCapital", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_NonRedeemableOrdinarySharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Non Redeemable Ordinary Shares [Member]", "terseLabel": "Non-redeemable ordinary shares" } } }, "localname": "NonRedeemableOrdinarySharesMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfOperations" ], "xbrltype": "domainItemType" }, "chaa_NumberOfConsecutiveTradingDaysForDeterminingSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of consecutive trading days for determining share price.", "label": "Number Of Consecutive Trading Days For Determining Share Price", "terseLabel": "Number of consecutive trading days for determining share price" } } }, "localname": "NumberOfConsecutiveTradingDaysForDeterminingSharePrice", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "chaa_NumberOfDaysAfterBusinessCombinationWithinWhichPublicSharesShallBeRedeemed": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of days after business combination within which public shares shall be redeemed.", "label": "Number Of Days After Business Combination Within Which Public Shares Shall Be Redeemed", "terseLabel": "Number of days after the combination period within which the public shares shall be redeemed" } } }, "localname": "NumberOfDaysAfterBusinessCombinationWithinWhichPublicSharesShallBeRedeemed", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "chaa_NumberOfTradingDaysForDeterminingSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of trading days for determining share price.", "label": "Number Of Trading Days For Determining Share Price", "terseLabel": "Number of trading days for determining share price" } } }, "localname": "NumberOfTradingDaysForDeterminingSharePrice", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "chaa_OfferingCostMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Offering cost.", "label": "Offering Cost [Member]" } } }, "localname": "OfferingCostMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_OfferingCostsAssociatedWithIpoPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Offering Costs Associated with IPO,", "label": "Offering Costs Associated with IPO [Policy Text Block]", "terseLabel": "Offering Costs Associated with IPO" } } }, "localname": "OfferingCostsAssociatedWithIpoPolicyTextBlock", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "chaa_OfferingCostsPaidThroughPromissoryNote": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Offering costs paid through promissory note.", "label": "Offering Costs Paid Through Promissory Note", "terseLabel": "Deferred offering costs paid under promissory note" } } }, "localname": "OfferingCostsPaidThroughPromissoryNote", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "chaa_OrganizationConsolidationAndPresentationOfFinancialStatementsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Organization Consolidation And Presentation Of Financial Statements.", "label": "Organization Consolidation And Presentation Of Financial Statements [Line Items]", "terseLabel": "Maximum threshold deposit in to trust account for each month extension" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsLineItems", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "chaa_OrganizationConsolidationAndPresentationOfFinancialStatementsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Organization Consolidation And Presentation Of Financial Statements.", "label": "Organization Consolidation And Presentation Of Financial Statements [Table]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsTable", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "chaa_OtherOfferingCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "other offering costs.", "label": "Other Offering Costs", "terseLabel": "Other offering costs" } } }, "localname": "OtherOfferingCosts", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_OverAllotmentOptionLiability": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Over allotment option liability.", "label": "Over Allotment Option Liability", "terseLabel": "Over-allotment Option Liability" } } }, "localname": "OverAllotmentOptionLiability", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "chaa_PercentageOfAdvisorFee": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of advisor fee.", "label": "Percentage Of Advisor Fee", "terseLabel": "Percentage of advisor fee" } } }, "localname": "PercentageOfAdvisorFee", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "chaa_PercentageOfCapitalRaisedForBusinessCombinationToTotalEquityProceeds": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of capital raised for business combination to total equity proceeds.", "label": "Percentage Of Capital Raised For Business Combination To Total Equity Proceeds", "terseLabel": "Percentage of capital raised for business combination to total equity proceeds" } } }, "localname": "PercentageOfCapitalRaisedForBusinessCombinationToTotalEquityProceeds", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "chaa_PercentageOfConsiderationReceivedInFormOfOrdinaryShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of consideration received in form of ordinary shares.", "label": "Percentage Of Consideration Received In Form Of Ordinary Shares", "terseLabel": "Percentage of consideration received in form of ordinary shares" } } }, "localname": "PercentageOfConsiderationReceivedInFormOfOrdinaryShares", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "chaa_PercentageOfDrawdownRequestBySponsor": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of drawdown request by sponsor.", "label": "Percentage of Drawdown Request by Sponsor", "terseLabel": "Percentage of drawdown request by sponsor" } } }, "localname": "PercentageOfDrawdownRequestBySponsor", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "chaa_PercentageOfPublicSharesRedeemable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of public shares redeemable.", "label": "Percentage Of Public Shares Redeemable", "terseLabel": "Percentage of public shares redeemable" } } }, "localname": "PercentageOfPublicSharesRedeemable", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "chaa_PeriodAfterTheClosingOfInitialPublicOfferWithinWhichBusinessCombinationShallBeConsummated": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period after the closing of initial public offer within which business combination shall be consummated.", "label": "Period After The Closing Of Initial Public Offer Within Which Business Combination Shall Be Consummated", "terseLabel": "Period from the closing of initial public offer within which business combination shall be consummated" } } }, "localname": "PeriodAfterTheClosingOfInitialPublicOfferWithinWhichBusinessCombinationShallBeConsummated", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "chaa_PrivatePlacementDisclosureTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private placement disclosure.", "label": "Private Placement Disclosure [Text Block]", "terseLabel": "Private Placement" } } }, "localname": "PrivatePlacementDisclosureTextBlock", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/PrivatePlacement" ], "xbrltype": "textBlockItemType" }, "chaa_PrivatePlacementWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private Placement Warrants.", "label": "Private Placement Warrants [Member]", "terseLabel": "Private Placement Warrants [Member]", "verboseLabel": "Private Placement Warrants [Member]" } } }, "localname": "PrivatePlacementWarrantsMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail", "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficitParenthetical" ], "xbrltype": "domainItemType" }, "chaa_PrivateWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private Warrants.", "label": "Private Warrants [Member]" } } }, "localname": "PrivateWarrantsMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfTheChangesInTheFairValueOfTheWarrantLiabilityDetail" ], "xbrltype": "domainItemType" }, "chaa_ProceedsAllocatedToPublicWarrants": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds allocated to public warrants", "label": "Proceeds Allocated To Public Warrants", "negatedLabel": "Less: Proceeds allocated to Public Warrants" } } }, "localname": "ProceedsAllocatedToPublicWarrants", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "monetaryItemType" }, "chaa_PublicWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Public Warrants.", "label": "Public Warrants [Member]", "terseLabel": "Public Warrants [Member]" } } }, "localname": "PublicWarrantsMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail", "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_RemainingOverAllotmentOptionExpirationDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Remaining over allotment option expiration date.", "label": "Remaining Over Allotment Option Expiration Date", "verboseLabel": "Remaining over allotment option, Expiration date" } } }, "localname": "RemainingOverAllotmentOptionExpirationDate", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "dateItemType" }, "chaa_RemeasurementOfClassAOrdinarySharesToRedemptionValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "disclosureGuidance": "Re-measurement of Class A ordinary shares to redemption value", "documentation": "Remeasurement of Class A ordinary shares to redemption value.", "label": "Remeasurement Of Class A Ordinary Shares To Redemption Value", "verboseLabel": "Add: Remeasurement of Class A ordinary shares to redemption value" } } }, "localname": "RemeasurementOfClassAOrdinarySharesToRedemptionValue", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "monetaryItemType" }, "chaa_RestrictedInvestmentsValuePerUnit": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Restricted investments value per unit.", "label": "Restricted Investments Value Per Unit", "terseLabel": "Restricted investments value per unit" } } }, "localname": "RestrictedInvestmentsValuePerUnit", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "chaa_SharePriceLessThanNinePointTwentyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Price Less Than Nine Point Twenty [Member]", "verboseLabel": "Share price less than 9.20 [Member]" } } }, "localname": "SharePriceLessThanNinePointTwentyMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_SharePriceMoreThanOrEqualsToUsdEighteenMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Price More Than Or Equals To USD Eighteen [Member]", "verboseLabel": "Share price more than or equals to usd 18.00 [Member]" } } }, "localname": "SharePriceMoreThanOrEqualsToUsdEighteenMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_SharePriceMoreThanOrEqualsToUsdTenMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Price More Than Or Equals To USD Ten [Member]", "label": "Share Price More Than Or Equals To USD Ten [Member]", "verboseLabel": "Share price more than or equals to usd 10.00 [Member]" } } }, "localname": "SharePriceMoreThanOrEqualsToUsdTenMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_SharePriceMoreThanOrEqualsToUsdTwelveMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Price More Than Or Equals To USD Twelve [Member]" } } }, "localname": "SharePriceMoreThanOrEqualsToUsdTwelveMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_SharePriceRangeAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Price Range [Axis]" } } }, "localname": "SharePriceRangeAxis", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "chaa_SharePriceRangeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Price Range [Domain]" } } }, "localname": "SharePriceRangeDomain", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_ShareTransferTriggerPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share transfer, trigger price per share.", "label": "Share Transfer Trigger Price Per Share", "terseLabel": "Share transfer, trigger price per share" } } }, "localname": "ShareTransferTriggerPricePerShare", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "chaa_SponsorMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Sponsor [Member]" } } }, "localname": "SponsorMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_StockForfeituresDuringPeriodShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock forfeitures during period Shares.", "label": "Stock Forfeitures During Period Shares", "terseLabel": "Forfeiture of over-allotment option of Class B ordinary shares", "verboseLabel": "Forfeiture of over-allotment option of Class B ordinary shares, Shares" } } }, "localname": "StockForfeituresDuringPeriodShares", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "chaa_StockForfeituresDuringPeriodValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock Forfeitures During Period Value", "label": "Stock Forfeitures During Period Value", "terseLabel": "Forfeiture of over-allotment option of Class B ordinary shares" } } }, "localname": "StockForfeituresDuringPeriodValue", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "chaa_SubscriptionAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Subscription agreement.", "label": "Subscription Agreement [Member]" } } }, "localname": "SubscriptionAgreementMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_TemporaryEquityPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary equity.", "label": "Temporary Equity [Policy Text Block]", "terseLabel": "Class A Ordinary Shares Subject to Possible Redemption" } } }, "localname": "TemporaryEquityPolicyTextBlock", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "chaa_TermOfRestrictedInvestments": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term of restricted investments.", "label": "Term Of Restricted Investments", "terseLabel": "Term of restricted investments" } } }, "localname": "TermOfRestrictedInvestments", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "chaa_ThresholdAmountOfValueDeclineInEquitySecuritiesToBeConsideredOtherThanTemporaryImpairment": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Threshold amount of value decline in equity securities to be considered other than temporary impairment.", "label": "Threshold Amount Of Value Decline In Equity Securities To Be Considered Other Than Temporary Impairment", "terseLabel": "Threshold amount of value decline in equity securities to be considered other than temporary impairment" } } }, "localname": "ThresholdAmountOfValueDeclineInEquitySecuritiesToBeConsideredOtherThanTemporaryImpairment", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_ThresholdNumberOfTradingDaysForDeterminingSharePriceFromDateOfBusinessCombination": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Threshold number of trading days for determining share price from date of business combination.", "label": "Threshold Number Of Trading Days For Determining Share Price From Date Of Business Combination", "terseLabel": "Threshold number of trading days for determining share price from date of business combination" } } }, "localname": "ThresholdNumberOfTradingDaysForDeterminingSharePriceFromDateOfBusinessCombination", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "chaa_TransactionCostsIncurredInConnectionWithIpo": { "auth_ref": [], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.catchainvestmentcorp.com/role/StatementsOfOperations": { "order": 5.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Transaction costs incurred in connection with IPO.", "label": "Transaction Costs Incurred in Connection with IPO", "negatedLabel": "Transaction costs incurred in connection with IPO", "terseLabel": "Transaction costs incurred in connection with IPO" } } }, "localname": "TransactionCostsIncurredInConnectionWithIpo", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows", "http://www.catchainvestmentcorp.com/role/StatementsOfOperations", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_TransactionCostsOfShareIssue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Transaction costs of share issue.", "label": "Transaction Costs Of Share Issue", "terseLabel": "Transaction costs of share issue" } } }, "localname": "TransactionCostsOfShareIssue", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_TypeOfSecuritiesAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Type of Securities [Axis]" } } }, "localname": "TypeOfSecuritiesAxis", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "stringItemType" }, "chaa_TypeOfSecuritiesDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Type of Securities [Domain]" } } }, "localname": "TypeOfSecuritiesDomain", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "domainItemType" }, "chaa_UnderwritingFees": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Underwriting fees.", "label": "Underwriting fees", "terseLabel": "Underwriting fees" } } }, "localname": "UnderwritingFees", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "chaa_UnsecuredConvertiblePromissoryNoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Unsecured Convertible Promissory Note.", "label": "Unsecured Convertible Promissory Note [Member]" } } }, "localname": "UnsecuredConvertiblePromissoryNoteMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "chaa_WarrantLiabilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrant Liability.", "label": "Warrant Liability [Member]", "terseLabel": "Warrant Liability [Member]" } } }, "localname": "WarrantLiabilityMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfTheChangesInTheFairValueOfTheWarrantLiabilityDetail" ], "xbrltype": "domainItemType" }, "chaa_WorkingCapitalLoanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Working Capital Loan [Member]" } } }, "localname": "WorkingCapitalLoanMember", "nsuri": "http://www.catchainvestmentcorp.com/20221231", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r416", "r417", "r418" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r416", "r417", "r418" ], "lang": { "en-us": { "role": { "label": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r416", "r417", "r418" ], "lang": { "en-us": { "role": { "label": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2022", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r416", "r417", "r418" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "gYearItemType" }, "dei_DocumentInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Document Information [Line Items]" } } }, "localname": "DocumentInformationLineItems", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_DocumentInformationTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package.", "label": "Document Information [Table]" } } }, "localname": "DocumentInformationTable", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r419" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "submissionTypeItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCountry": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "ISO 3166-1 alpha-2 country code.", "label": "Entity Address, Country" } } }, "localname": "EntityAddressCountry", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "countryCodeItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r414" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.", "label": "Entity [Domain]" } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r414" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityExTransitionPeriod": { "auth_ref": [ "r422" ], "lang": { "en-us": { "role": { "documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.", "label": "Entity Ex Transition Period" } } }, "localname": "EntityExTransitionPeriod", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r414" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationDateOfIncorporation": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Date when an entity was incorporated", "label": "Entity Incorporation, Date of Incorporation", "terseLabel": "Date of incorporation" } } }, "localname": "EntityIncorporationDateOfIncorporation", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "dateItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r420" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r414" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r414" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r414" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r414" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r421" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r413" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r415" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CoverPage" ], "xbrltype": "tradingSymbolItemType" }, "srt_MinimumMember": { "auth_ref": [ "r201", "r202", "r203", "r204", "r258", "r345", "r362", "r391", "r392", "r406", "r410", "r412", "r455", "r466", "r467", "r468", "r469", "r470", "r471" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r201", "r202", "r203", "r204", "r250", "r258", "r259", "r260", "r261", "r321", "r345", "r362", "r391", "r392", "r406", "r410", "r412", "r451", "r455", "r467", "r468", "r469", "r470", "r471" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r201", "r202", "r203", "r204", "r250", "r258", "r259", "r260", "r261", "r321", "r345", "r362", "r391", "r392", "r406", "r410", "r412", "r451", "r455", "r467", "r468", "r469", "r470", "r471" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_RestatementAdjustmentMember": { "auth_ref": [ "r133", "r134", "r135", "r143", "r144", "r158", "r280", "r281", "r434", "r435", "r436", "r437", "r438", "r439", "r440" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period, Adjustment [Member]", "terseLabel": "Revision of Prior Period, Adjustment [Member]" } } }, "localname": "RestatementAdjustmentMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "srt_RestatementAxis": { "auth_ref": [ "r110", "r133", "r134", "r135", "r136", "r137", "r138", "r139", "r140", "r141", "r143", "r144", "r145", "r146", "r147", "r148", "r158", "r185", "r186", "r272", "r279", "r280", "r281", "r282", "r303", "r304", "r305", "r363", "r364", "r365", "r366", "r367", "r368", "r369", "r370", "r371", "r372" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period [Axis]" } } }, "localname": "RestatementAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit" ], "xbrltype": "stringItemType" }, "srt_RestatementDomain": { "auth_ref": [ "r110", "r133", "r134", "r135", "r136", "r137", "r138", "r139", "r140", "r141", "r143", "r144", "r145", "r146", "r147", "r148", "r158", "r185", "r186", "r272", "r279", "r280", "r281", "r282", "r303", "r304", "r305", "r363", "r364", "r365", "r366", "r367", "r368", "r369", "r370", "r371", "r372" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period [Domain]" } } }, "localname": "RestatementDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent": { "auth_ref": [ "r16" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 10.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.", "label": "Accounts Payable and Accrued Liabilities, Current", "terseLabel": "Accounts payable and accrued expenses" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r9", "r411" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 16.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r262", "r263", "r264", "r431", "r432", "r433", "r457" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts": { "auth_ref": [ "r65", "r66" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in additional paid in capital (APIC) resulting from direct costs associated with issuing stock. Includes, but is not limited to, legal and accounting fees and direct costs associated with stock issues under a shelf registration.", "label": "Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs", "terseLabel": "Adjustments to additional paid in capital other offering costs" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedOwnshareLendingArrangementIssuanceCosts": { "auth_ref": [ "r56" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in additional paid in capital (APIC) resulting from issuance costs from a share-lending arrangement entered into, in contemplation of a convertible debt offering or other financing.", "label": "Adjustments to Additional Paid in Capital, Stock Issued, Own-share Lending Arrangement, Issuance Costs", "terseLabel": "Transaction costs charged to additionalpaid up capital" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalStockIssuedOwnshareLendingArrangementIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued": { "auth_ref": [ "r55", "r65", "r66" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants.", "label": "Adjustments to Additional Paid in Capital, Warrant Issued", "terseLabel": "Sale of 5,333,333 Private Placement Warrants on February 17, 2021, net of warrant liability" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalWarrantIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net income to net cash used in operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r157" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Antidilutive securities excluded from the computation of earnings per share" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r42" ], "lang": { "en-us": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r42" ], "lang": { "en-us": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_AssetHeldInTrustMember": { "auth_ref": [ "r472" ], "lang": { "en-us": { "role": { "documentation": "Asset held in trust.", "label": "Asset Held in Trust [Member]", "terseLabel": "Asset Held In Trust [Member]" } } }, "localname": "AssetHeldInTrustMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "domainItemType" }, "us-gaap_Assets": { "auth_ref": [ "r94", "r102", "r114", "r130", "r170", "r172", "r174", "r183", "r205", "r206", "r208", "r209", "r210", "r211", "r212", "r214", "r215", "r273", "r275", "r294", "r411", "r453", "r454", "r464" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total Assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "Assets" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r112", "r119", "r130", "r183", "r205", "r206", "r208", "r209", "r210", "r211", "r212", "r214", "r215", "r273", "r275", "r294", "r411", "r453", "r454", "r464" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsFairValueDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Fair Value Disclosure [Abstract]", "terseLabel": "Assets" } } }, "localname": "AssetsFairValueDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsHeldInTrustNoncurrent": { "auth_ref": [ "r426" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of cash, securities, or other assets held by a third-party trustee pursuant to the terms of an agreement which assets are available to be used by beneficiaries to that agreement only within the specific terms thereof and which agreement is expected to terminate more than one year from the balance sheet date (or operating cycle, if longer) at which time the assets held-in-trust will be released or forfeited.", "label": "Assets Held-in-trust, Noncurrent", "terseLabel": "Investments held in Trust Account", "verboseLabel": "Assets held-in-trust, noncurrent" } } }, "localname": "AssetsHeldInTrustNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BasisOfPresentationAndSignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r40" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity.", "label": "Basis of Presentation and Significant Accounting Policies [Text Block]", "terseLabel": "Summary Of Significant Accounting Policies" } } }, "localname": "BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_Cash": { "auth_ref": [ "r373", "r374", "r411", "r424" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash", "terseLabel": "Cash", "verboseLabel": "Cash in hand" } } }, "localname": "Cash", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r38" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy": { "auth_ref": [ "r38", "r93" ], "lang": { "en-us": { "role": { "documentation": "Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits.", "label": "Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Investments Held in Trust Account" } } }, "localname": "CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r32", "r37", "r39" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents", "periodEndLabel": "Cash, end of the period", "periodStartLabel": "Cash - Beginning" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r32", "r86" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Net Change in Cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFDICInsuredAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of cash deposited in financial institutions as of the balance sheet date that is insured by the Federal Deposit Insurance Corporation.", "label": "Cash, FDIC Insured Amount", "terseLabel": "Cash insured with federal deposit insurance corporation" } } }, "localname": "CashFDICInsuredAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]", "terseLabel": "Supplemental Disclosure of Non-cash Financing Activities:" } } }, "localname": "CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r115", "r116", "r117", "r130", "r151", "r152", "r154", "r156", "r160", "r161", "r183", "r205", "r208", "r209", "r210", "r214", "r215", "r233", "r234", "r236", "r240", "r247", "r294", "r393", "r423", "r427", "r441" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets", "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/CoverPage", "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/StatementsOfOperations", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfWarrantOrRightAxis": { "auth_ref": [ "r67", "r69" ], "lang": { "en-us": { "role": { "documentation": "Information by type of warrant or right issued.", "label": "Class of Warrant or Right [Axis]" } } }, "localname": "ClassOfWarrantOrRightAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail", "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficitParenthetical", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the class or type of warrant or right outstanding. Warrants and rights represent derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months.", "label": "Class of Warrant or Right [Domain]" } } }, "localname": "ClassOfWarrantOrRightDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail", "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficitParenthetical", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r248" ], "lang": { "en-us": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "terseLabel": "Class of warrants or rights exercise price" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ClassOfWarrantOrRightLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Warrant or Right [Line Items]" } } }, "localname": "ClassOfWarrantOrRightLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of warrants or rights outstanding.", "label": "Class of Warrant or Right, Outstanding", "terseLabel": "Class of warrants outstanding" } } }, "localname": "ClassOfWarrantOrRightOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_ClassOfWarrantOrRightTable": { "auth_ref": [ "r67", "r69" ], "lang": { "en-us": { "role": { "documentation": "Disclosure for warrants or rights issued, which includes the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.", "label": "Class of Warrant or Right [Table]" } } }, "localname": "ClassOfWarrantOrRightTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r20", "r98", "r105" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 11.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and Contingencies (Note 7)" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r54", "r199", "r200", "r390", "r452" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Commitments and Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/CommitmentsAndContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonClassAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock representing ownership interest in a corporation.", "label": "Common Class A [Member]", "terseLabel": "Common Class A [Member]", "verboseLabel": "Class A Ordinary shares [Member]" } } }, "localname": "CommonClassAMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets", "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/CoverPage", "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "domainItemType" }, "us-gaap_CommonClassBMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock that has different rights than Common Class A, representing ownership interest in a corporation.", "label": "Common Class B [Member]", "terseLabel": "Common Class B", "verboseLabel": "Class B Ordinary shares [Member]" } } }, "localname": "CommonClassBMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets", "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/CoverPage", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r431", "r432", "r457" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock [Member]" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock par or stated value per share" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock shares authorized" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common stock shares issued" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r8", "r65" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "terseLabel": "Common stock shares outstanding" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesSubscribedButUnissued": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "Amount of common stock allocated to investors to buy shares of a new issue of common stock before they are offered to the public. When stock is sold on a subscription basis, the issuer does not initially receive the total proceeds. In general, the issuer does not issue the shares to the investor until it receives the entire proceeds.", "label": "Common Stock, Shares Subscribed but Unissued", "terseLabel": "Common stock, shares subscribed but unissued" } } }, "localname": "CommonStockSharesSubscribedButUnissued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesSubscriptions": { "auth_ref": [ "r8", "r64" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Monetary value of common stock allocated to investors to buy shares of a new issue of common stock before they are offered to the public. When stock is sold on a subscription basis, the issuer does not initially receive the total proceeds. In general, the issuer does not issue the shares to the investor until it receives the entire proceeds.", "label": "Common Stock, Value, Subscriptions", "terseLabel": "Monetary value of common stock allocated to investors" } } }, "localname": "CommonStockSharesSubscriptions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommonStockSubjectToMandatoryRedemptionMember": { "auth_ref": [ "r61", "r62" ], "lang": { "en-us": { "role": { "documentation": "Shares that embody an unconditional obligation requiring the issuer to redeem the securities by transferring the assets at a specified or determinable date (or dates) or upon an event that is certain to occur, that represent equity ownership in a corporation, provide voting rights, entitle the holder to a share of the company's success through dividends and/or capital appreciation and, in the event of liquidation, provide rights to a company's assets only after bondholders, other debt holders, and preferred stockholders have been satisfied.", "label": "Common Stock Subject to Mandatory Redemption [Member]", "terseLabel": "Common Stock Subject to Mandatory Redemption [Member]" } } }, "localname": "CommonStockSubjectToMandatoryRedemptionMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r8", "r411" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 15.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common shares" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r100", "r165" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "terseLabel": "Concentration of Credit Risk" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r3", "r4", "r5", "r95", "r96", "r101", "r132", "r216", "r217", "r218", "r219", "r220", "r221", "r222", "r223", "r224", "r225", "r226", "r227", "r228", "r229", "r230", "r231", "r302", "r401", "r402", "r403", "r404", "r405", "r428" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentConvertibleCarryingAmountOfTheEquityComponent": { "auth_ref": [ "r57" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying amount of the equity component of convertible debt which may be settled in cash upon conversion.", "label": "Debt Instrument, Convertible, Carrying Amount of Equity Component", "terseLabel": "Debt instrument, convertible amount" } } }, "localname": "DebtInstrumentConvertibleCarryingAmountOfTheEquityComponent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentConvertibleConversionPrice1": { "auth_ref": [ "r58", "r218" ], "lang": { "en-us": { "role": { "documentation": "The price per share of the conversion feature embedded in the debt instrument.", "label": "Debt Instrument, Convertible, Conversion Price", "terseLabel": "Debt instrument, convertible, conversion price" } } }, "localname": "DebtInstrumentConvertibleConversionPrice1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r87", "r88", "r216", "r302", "r402", "r403" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Debt instrument face amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r19", "r132", "r216", "r217", "r218", "r219", "r220", "r221", "r222", "r223", "r224", "r225", "r226", "r227", "r228", "r229", "r230", "r231", "r302", "r401", "r402", "r403", "r404", "r405", "r428" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_DeferredCompensationLiabilityClassifiedNoncurrent": { "auth_ref": [], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 7.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate carrying value as of the balance sheet date of the liabilities for all deferred compensation arrangements payable beyond one year (or the operating cycle, if longer).", "label": "Deferred Compensation Liability, Classified, Noncurrent", "terseLabel": "Deferred Underwriting fees", "verboseLabel": "Deferred underwriting fees" } } }, "localname": "DeferredCompensationLiabilityClassifiedNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets", "http://www.catchainvestmentcorp.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeContractTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Contract [Domain]" } } }, "localname": "DerivativeContractTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfTheChangesInTheFairValueOfTheWarrantLiabilityDetail" ], "xbrltype": "domainItemType" }, "us-gaap_DerivativeInstrumentRiskAxis": { "auth_ref": [ "r74", "r75", "r76", "r78", "r395" ], "lang": { "en-us": { "role": { "documentation": "Information by type of derivative contract.", "label": "Derivative Instrument [Axis]" } } }, "localname": "DerivativeInstrumentRiskAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfTheChangesInTheFairValueOfTheWarrantLiabilityDetail" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeLiabilitiesNoncurrent": { "auth_ref": [ "r120" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability, Noncurrent", "terseLabel": "Warrant liability" } } }, "localname": "DerivativeLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets", "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativesPolicyTextBlock": { "auth_ref": [ "r70", "r71", "r72", "r73", "r79", "r131" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for its derivative instruments and hedging activities.", "label": "Derivatives, Policy [Policy Text Block]", "terseLabel": "Warrant Liability" } } }, "localname": "DerivativesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DueToAffiliateCurrent": { "auth_ref": [ "r2", "r90", "r107", "r430" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 9.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of payable due to an entity that is affiliated with the reporting entity by means of direct or indirect ownership. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Due to Affiliate, Current", "terseLabel": "Due to Related Party" } } }, "localname": "DueToAffiliateCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueToRelatedPartiesCurrent": { "auth_ref": [ "r15", "r207", "r208", "r209", "r213", "r214", "r215", "r309", "r430" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).", "label": "Due to Related Parties, Current", "terseLabel": "Due to related parties, current" } } }, "localname": "DueToRelatedPartiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "Basic and diluted net income per share:" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r127", "r138", "r139", "r141", "r142", "r143", "r149", "r151", "r154", "r155", "r156", "r158", "r281", "r282", "r360", "r361", "r397" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Basic net income per share" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfOperations", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r127", "r138", "r139", "r141", "r142", "r143", "r151", "r154", "r155", "r156", "r158", "r281", "r282", "r360", "r361", "r397" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Diluted net income per share" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfOperations", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDilutedLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]" } } }, "localname": "EarningsPerShareDilutedLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r42", "r43" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings Per Share, Policy [Policy Text Block]", "verboseLabel": "Net Income Per Share" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r65", "r109", "r124", "r125", "r126", "r133", "r134", "r135", "r137", "r144", "r147", "r159", "r184", "r249", "r262", "r263", "r264", "r271", "r272", "r280", "r295", "r296", "r297", "r298", "r299", "r300", "r305", "r363", "r364", "r365" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "domainItemType" }, "us-gaap_EquityMethodInvestmentOwnershipPercentage": { "auth_ref": [ "r53" ], "lang": { "en-us": { "role": { "documentation": "The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.", "label": "Equity Method Investment, Ownership Percentage", "terseLabel": "Equity method investment ownership percentage" } } }, "localname": "EquityMethodInvestmentOwnershipPercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_FairValueAdjustmentOfWarrants": { "auth_ref": [ "r35", "r59" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.catchainvestmentcorp.com/role/StatementsOfOperations": { "order": 6.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (income) related to adjustment to fair value of warrant liability.", "label": "Fair Value Adjustment of Warrants", "negatedLabel": "Change in fair value of warrant liability", "terseLabel": "Change in fair value of warrant liability" } } }, "localname": "FairValueAdjustmentOfWarrants", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows", "http://www.catchainvestmentcorp.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r283", "r284", "r292" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable": { "auth_ref": [ "r81" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock": { "auth_ref": [ "r81" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]", "terseLabel": "Summary of Fair Value Measurement Inputs and Valuation Techniques" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationByAssetClassDomain": { "auth_ref": [ "r82" ], "lang": { "en-us": { "role": { "documentation": "Class of asset.", "label": "Asset Class [Domain]" } } }, "localname": "FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationByAssetClassDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueByAssetClassAxis": { "auth_ref": [ "r80", "r85" ], "lang": { "en-us": { "role": { "documentation": "Information by class of asset.", "label": "Asset Class [Axis]" } } }, "localname": "FairValueByAssetClassAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r224", "r251", "r252", "r253", "r254", "r255", "r256", "r284", "r318", "r319", "r320", "r402", "r403", "r407", "r408", "r409" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail", "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r283", "r284", "r286", "r287", "r293" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r290" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurements" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r224", "r251", "r256", "r284", "r318", "r407", "r408", "r409" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level 1 [Member]" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r224", "r251", "r256", "r284", "r319", "r402", "r403", "r407", "r408", "r409" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level 2 [Member]" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r224", "r251", "r252", "r253", "r254", "r255", "r256", "r284", "r320", "r402", "r403", "r407", "r408", "r409" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Level 3 [Member]" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsQuantitativeInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Measurement Inputs and Valuation Techniques [Abstract]" } } }, "localname": "FairValueInputsQuantitativeInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement frequency.", "label": "Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.", "label": "Fair Value Measurement, Policy [Policy Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueMeasurementPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityGainLossIncludedInEarnings": { "auth_ref": [ "r288" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) recognized in income from liability measured at fair value on recurring basis using unobservable input (level 3).", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings", "terseLabel": "Change in fair value" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityGainLossIncludedInEarnings", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfTheChangesInTheFairValueOfTheWarrantLiabilityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r224", "r251", "r252", "r253", "r254", "r255", "r256", "r318", "r319", "r320", "r402", "r403", "r407", "r408", "r409" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail", "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r290", "r293" ], "lang": { "en-us": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Recurring [Member]", "terseLabel": "Fair Value, Recurring [Member]" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfTheChangesInTheFairValueOfTheWarrantLiabilityDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTable": { "auth_ref": [ "r82", "r84" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about financial instrument classified as a derivative asset (liability) after deduction of derivative liability (asset) using recurring unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table]" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfTheChangesInTheFairValueOfTheWarrantLiabilityDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock": { "auth_ref": [ "r82", "r84" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of financial instrument classified as a derivative asset (liability) after deduction of derivative liability (asset) using recurring unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]", "terseLabel": "Summary of the changes in the fair value of the warrant liability" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationIssues": { "auth_ref": [ "r83", "r84" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of issuances of financial instrument classified as a derivative asset (liability) after deduction of derivative liability (asset), measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Issues", "terseLabel": "Initial fair value of public and private warrant liabilities" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationIssues", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfTheChangesInTheFairValueOfTheWarrantLiabilityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationTransfersOutOfLevel3": { "auth_ref": [ "r289", "r291" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of transfers of financial instrument classified as derivative asset (liability) after deduction of derivative liability (asset) out of level 3 of the fair value hierarchy.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers out of Level 3", "terseLabel": "Public warrants transferred" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationTransfersOutOfLevel3", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfTheChangesInTheFairValueOfTheWarrantLiabilityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisWithUnobservableInputs": { "auth_ref": [ "r80", "r84" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial instrument classified as derivative asset (liability) after deduction of derivative liability (asset), measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs", "periodEndLabel": "Fair value, Ending balance", "periodStartLabel": "Fair value, Beginning balance" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisWithUnobservableInputs", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfTheChangesInTheFairValueOfTheWarrantLiabilityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r177", "r181", "r187", "r188", "r189", "r190", "r191", "r192", "r193", "r194", "r232", "r245", "r277", "r315", "r316", "r317", "r318", "r319", "r320", "r321", "r322", "r323", "r324", "r325", "r326", "r327", "r328", "r329", "r330", "r331", "r332", "r333", "r334", "r335", "r336", "r337", "r338", "r339", "r340", "r341", "r342", "r343", "r344", "r400", "r446", "r447", "r448", "r476", "r477", "r478", "r479", "r480", "r481", "r482" ], "lang": { "en-us": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "stringItemType" }, "us-gaap_HeldToMaturitySecurities": { "auth_ref": [ "r49", "r176", "r189", "r450" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allowance for credit loss, of investment in debt security measured at amortized cost (held-to-maturity).", "label": "Debt Securities, Held-to-maturity", "terseLabel": "Amortized Cost\tand Carrying Value", "verboseLabel": "Debt Securities held-to-maturity" } } }, "localname": "HeldToMaturitySecurities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_HeldToMaturitySecuritiesAccumulatedUnrecognizedHoldingGain": { "auth_ref": [ "r51", "r179" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated unrecognized gain on investment in debt security measured at amortized cost (held-to-maturity).", "label": "Debt Securities, Held-to-maturity, Accumulated Unrecognized Gain", "terseLabel": "Gross Unrealized Gains" } } }, "localname": "HeldToMaturitySecuritiesAccumulatedUnrecognizedHoldingGain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_HeldToMaturitySecuritiesAccumulatedUnrecognizedHoldingLoss": { "auth_ref": [ "r52", "r180" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated unrealized loss on investment in debt security measured at amortized cost (held-to-maturity).", "label": "Debt Securities, Held-to-maturity, Accumulated Unrecognized Loss", "negatedLabel": "Gross Unrealized Losses" } } }, "localname": "HeldToMaturitySecuritiesAccumulatedUnrecognizedHoldingLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_HeldToMaturitySecuritiesClassifiedAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Securities, Held-to-maturity [Abstract]" } } }, "localname": "HeldToMaturitySecuritiesClassifiedAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_HeldToMaturitySecuritiesFairValue": { "auth_ref": [ "r50", "r178", "r359" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of investment in debt security measured at amortized cost (held-to-maturity).", "label": "Debt Securities, Held-to-maturity, Fair Value", "terseLabel": "Fair Value" } } }, "localname": "HeldToMaturitySecuritiesFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_HeldToMaturitySecuritiesTextBlock": { "auth_ref": [ "r443", "r444", "r445" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of information about investment in debt security measured at amortized cost (held-to-maturity).", "label": "Debt Securities, Held-to-maturity [Table Text Block]", "terseLabel": "Summary of Debt Securities held-to-maturity" } } }, "localname": "HeldToMaturitySecuritiesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_IPOMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First sale of stock by a private company to the public.", "label": "IPO [Member]", "terseLabel": "IPO [Member]", "verboseLabel": "IPO [Member]" } } }, "localname": "IPOMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r197", "r198" ], "lang": { "en-us": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [ "r198" ], "lang": { "en-us": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r123", "r265", "r266", "r267", "r268", "r269", "r270" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities": { "auth_ref": [ "r34" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.", "label": "Increase (Decrease) in Accounts Payable and Accrued Liabilities", "terseLabel": "Accounts payable and accrued expenses" } } }, "localname": "IncreaseDecreaseInAccountsPayableAndAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDueToRelatedPartiesCurrent": { "auth_ref": [ "r34" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of obligations to be paid to the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entities' management; an entity and its principal owners, management, or member of their immediate families, affiliates, or other parties with the ability to exert significant influence.", "label": "Increase (Decrease) in Due to Related Parties, Current", "terseLabel": "Due to related party" } } }, "localname": "IncreaseDecreaseInDueToRelatedPartiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in current assets and current liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInPrepaidExpense": { "auth_ref": [ "r34" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.", "label": "Increase (Decrease) in Prepaid Expense", "negatedLabel": "Prepaid expenses" } } }, "localname": "IncreaseDecreaseInPrepaidExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentIncomeInterest": { "auth_ref": [ "r24", "r169" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://www.catchainvestmentcorp.com/role/StatementsOfOperations": { "order": 4.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities.", "label": "Investment Income, Interest", "negatedLabel": "Interest income from Trust Account", "terseLabel": "Interest income from Trust Account" } } }, "localname": "InvestmentIncomeInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows", "http://www.catchainvestmentcorp.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentTypeAxis": { "auth_ref": [ "r375", "r376", "r377", "r378", "r379", "r380", "r381", "r382", "r383", "r384", "r385", "r386", "r387", "r388", "r389" ], "lang": { "en-us": { "role": { "documentation": "Information by type of investments.", "label": "Investment Type [Axis]" } } }, "localname": "InvestmentTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "stringItemType" }, "us-gaap_InvestmentTypeCategorizationMember": { "auth_ref": [ "r375", "r376", "r377", "r378", "r379", "r380", "r381", "r382", "r383", "r384", "r385", "r386", "r387", "r388", "r389" ], "lang": { "en-us": { "role": { "documentation": "Asset obtained to generate income or appreciate in value.", "label": "Investments [Domain]" } } }, "localname": "InvestmentTypeCategorizationMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "domainItemType" }, "us-gaap_InvestmentsFairValueDisclosure": { "auth_ref": [ "r283" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method.", "label": "Investments, Fair Value Disclosure", "verboseLabel": "Investments held in Trust Account" } } }, "localname": "InvestmentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestorMember": { "auth_ref": [ "r461", "r462" ], "lang": { "en-us": { "role": { "documentation": "Business entity or individual that puts money, by purchase or expenditure, in something offering potential profitable returns, such as interest income or appreciation in value.", "label": "Investor [Member]" } } }, "localname": "InvestorMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r17", "r130", "r183", "r205", "r206", "r208", "r209", "r210", "r211", "r212", "r214", "r215", "r274", "r275", "r276", "r294", "r398", "r453", "r464", "r465" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r13", "r97", "r104", "r411", "r429", "r449", "r460" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total Liabilities and Shareholders' Deficit" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "Liabilities and Shareholders' Deficit" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r18", "r113", "r130", "r183", "r205", "r206", "r208", "r209", "r210", "r211", "r212", "r214", "r215", "r274", "r275", "r276", "r294", "r411", "r453", "r464", "r465" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 8.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesFairValueDisclosure": { "auth_ref": [ "r80" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial and nonfinancial obligations.", "label": "Financial and Nonfinancial Liabilities, Fair Value Disclosure", "verboseLabel": "Total initial fair value" } } }, "localname": "LiabilitiesFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesFairValueDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Fair Value Disclosure [Abstract]", "terseLabel": "Liabilities" } } }, "localname": "LiabilitiesFairValueDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfAssetsAndLiabilitiesMeasuredAtFairValueDetail" ], "xbrltype": "stringItemType" }, "us-gaap_LiquidationBasisOfAccountingAccruedCostsToDisposeOfAssetsAndLiabilities": { "auth_ref": [ "r0" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of estimated accrued costs to dispose of assets or other items expected to be sold in liquidation.", "label": "Liquidation Basis of Accounting, Accrued Costs to Dispose of Assets and Liabilities", "terseLabel": "Expenses payable on liquidation" } } }, "localname": "LiquidationBasisOfAccountingAccruedCostsToDisposeOfAssetsAndLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_MeasurementInputExercisePriceMember": { "auth_ref": [ "r458" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using agreed upon price for exchange of underlying asset.", "label": "Measurement Input, Exercise Price [Member]", "terseLabel": "Exercise Price [Member]" } } }, "localname": "MeasurementInputExercisePriceMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputExpectedTermMember": { "auth_ref": [ "r458" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using period financial instrument is expected to be outstanding. Excludes maturity date.", "label": "Measurement Input, Expected Term [Member]", "terseLabel": "Expected Term [Member]" } } }, "localname": "MeasurementInputExpectedTermMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputPriceVolatilityMember": { "auth_ref": [ "r458" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using rate at which price of security will increase (decrease) for given set of returns.", "label": "Measurement Input, Price Volatility [Member]", "terseLabel": "Expected Volatility [Member]" } } }, "localname": "MeasurementInputPriceVolatilityMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputRiskFreeInterestRateMember": { "auth_ref": [ "r458" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using interest rate on instrument with zero risk of financial loss.", "label": "Measurement Input, Risk Free Interest Rate [Member]", "terseLabel": "Risk Free Interest Rate [Member]" } } }, "localname": "MeasurementInputRiskFreeInterestRateMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputSharePriceMember": { "auth_ref": [ "r458" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using share price of saleable stock.", "label": "Measurement Input, Share Price [Member]", "terseLabel": "Stock Price [Member]" } } }, "localname": "MeasurementInputSharePriceMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputTypeAxis": { "auth_ref": [ "r285" ], "lang": { "en-us": { "role": { "documentation": "Information by type of measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Axis]" } } }, "localname": "MeasurementInputTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "stringItemType" }, "us-gaap_MeasurementInputTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Domain]" } } }, "localname": "MeasurementInputTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MoneyMarketFundsMember": { "auth_ref": [ "r456" ], "lang": { "en-us": { "role": { "documentation": "Fund that invests in short-term money-market instruments, for example, but not limited to, commercial paper, banker's acceptances, repurchase agreements, government securities, certificates of deposit, and other highly liquid securities.", "label": "Money Market Funds [Member]" } } }, "localname": "MoneyMarketFundsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_NatureOfOperations": { "auth_ref": [ "r162", "r168" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.", "label": "Nature of Operations [Text Block]", "terseLabel": "Organization and Business Operation" } } }, "localname": "NatureOfOperations", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperation" ], "xbrltype": "textBlockItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r128" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 14.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "Cash Flows from Financing Activities:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r128" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 10.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "Cash Flows from Investing Activities:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r32", "r33", "r36" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash used in operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Cash Flows from Operating Activities:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r22", "r36", "r99", "r106", "r111", "r121", "r122", "r126", "r130", "r136", "r138", "r139", "r141", "r142", "r146", "r147", "r153", "r170", "r171", "r173", "r175", "r183", "r205", "r206", "r208", "r209", "r210", "r211", "r212", "r214", "r215", "r282", "r294", "r399", "r453" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.catchainvestmentcorp.com/role/StatementsOfOperations": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "definitionGuidance": "Net income", "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net income", "totalLabel": "Net income" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAttributableToRedeemableNoncontrollingInterest": { "auth_ref": [ "r23" ], "crdr": "debit", "lang": { "en-us": { "role": { "definitionGuidance": "Allocation of net income", "documentation": "Amount of Net Income (Loss) attributable to redeemable noncontrolling interest.", "label": "Net Income (Loss) Attributable to Redeemable Noncontrolling Interest" } } }, "localname": "NetIncomeLossAttributableToRedeemableNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recent Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NonoperatingIncomeExpense": { "auth_ref": [ "r25" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfOperations": { "order": 3.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).", "label": "Nonoperating Income (Expense)", "totalLabel": "Total other income, net" } } }, "localname": "NonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesPayableRelatedPartiesClassifiedCurrent": { "auth_ref": [ "r14", "r91", "r430" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount for notes payable (written promise to pay), due to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Notes Payable, Related Parties, Current", "terseLabel": "Promissory note - related party", "verboseLabel": "Notes payable, related parties, current" } } }, "localname": "NotesPayableRelatedPartiesClassifiedCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpenseMember": { "auth_ref": [ "r77" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing expenses associated with normal operations.", "label": "Operating Expense [Member]", "terseLabel": "Operating Expense [Member]" } } }, "localname": "OperatingExpenseMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r170", "r171", "r173", "r175", "r399" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfOperations": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Loss from operations" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_OverAllotmentOptionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Right given to the underwriter to sell additional shares over the initial allotment.", "label": "Over-Allotment Option [Member]", "verboseLabel": "Over-Allotment Option [Member]" } } }, "localname": "OverAllotmentOptionMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentsOfStockIssuanceCosts": { "auth_ref": [ "r31" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 18.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for cost incurred directly with the issuance of an equity security.", "label": "Payments of Stock Issuance Costs", "negatedLabel": "Payments of offering costs", "negatedTerseLabel": "Less: Class A ordinary shares issuance costs" } } }, "localname": "PaymentsOfStockIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireInvestments": { "auth_ref": [ "r27" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the purchase of all investments (debt, security, other) during the period.", "label": "Payments to Acquire Investments", "terseLabel": "Payments to Acquire Investments", "verboseLabel": "Payments to Acquire Investments" } } }, "localname": "PaymentsToAcquireInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireRestrictedInvestments": { "auth_ref": [ "r27" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to acquire investments (not to include restricted cash) that are pledged or subject to withdrawal restrictions.", "label": "Payments to Acquire Restricted Investments", "negatedLabel": "Purchase of investments held in Trust Account", "terseLabel": "Payment to acquire restricted investments" } } }, "localname": "PaymentsToAcquireRestrictedInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r7", "r233" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Preferred stock par or stated value per share" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred stock shares authorized" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r7", "r233" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred Stock, Shares Issued", "terseLabel": "Preferred stock shares issued" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Preferred stock shares outstanding" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r7", "r411" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 14.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "terseLabel": "Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseCurrent": { "auth_ref": [ "r118", "r195", "r196", "r394" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Expense, Current", "terseLabel": "Prepaid expenses" } } }, "localname": "PrepaidExpenseCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceInitialPublicOffering": { "auth_ref": [ "r28" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's first offering of stock to the public.", "label": "Proceeds from Issuance Initial Public Offering", "terseLabel": "Proceeds from initial public offer", "verboseLabel": "Gross proceeds from initial public offering" } } }, "localname": "ProceedsFromIssuanceInitialPublicOffering", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfPrivatePlacement": { "auth_ref": [ "r28" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's raising of capital via private rather than public placement.", "label": "Proceeds from Issuance of Private Placement", "terseLabel": "Cash received over the fair value" } } }, "localname": "ProceedsFromIssuanceOfPrivatePlacement", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfWarrants": { "auth_ref": [ "r28" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt).", "label": "Proceeds from Issuance of Warrants", "terseLabel": "Proceeds from private placement", "verboseLabel": "Proceeds from issuances of warrant" } } }, "localname": "ProceedsFromIssuanceOfWarrants", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromRelatedPartyDebt": { "auth_ref": [ "r29" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates.", "label": "Proceeds from Related Party Debt", "terseLabel": "Proceeds from related party debt" } } }, "localname": "ProceedsFromRelatedPartyDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfRestrictedInvestments": { "auth_ref": [ "r26" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the sale of investments that are pledged or subject to withdrawal restrictions during the period.", "label": "Proceeds from Sale of Restricted Investments", "terseLabel": "Disposals of investments held in Trust Account" } } }, "localname": "ProceedsFromSaleOfRestrictedInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r257", "r308", "r309" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionAmountsOfTransaction": { "auth_ref": [ "r92", "r308" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of transactions with related party during the financial reporting period.", "label": "Related Party Transaction, Amounts of Transaction", "terseLabel": "Related party transaction, amounts of transaction" } } }, "localname": "RelatedPartyTransactionAmountsOfTransaction", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionAxis": { "auth_ref": [ "r108", "r308", "r309", "r463" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party transaction.", "label": "Related Party Transaction [Axis]" } } }, "localname": "RelatedPartyTransactionAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionDomain": { "auth_ref": [ "r108" ], "lang": { "en-us": { "role": { "documentation": "Transaction between related party.", "label": "Related Party Transaction [Domain]" } } }, "localname": "RelatedPartyTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty": { "auth_ref": [ "r89" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Expenses recognized resulting from transactions (excluding transactions that are eliminated in consolidated or combined financial statements) with related party.", "label": "Related Party Transaction, Expenses from Transactions with Related Party", "terseLabel": "Expenses from transactions with related party" } } }, "localname": "RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r257", "r308", "r347", "r348", "r349", "r350", "r351", "r352", "r353", "r354", "r355", "r356", "r357", "r358", "r463" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r306", "r307", "r309", "r310", "r311" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "Related Party Transactions" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfRelatedPartyDebt": { "auth_ref": [ "r30" ], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for the payment of a long-term borrowing made from a related party where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Payments for Advances from Affiliates.", "label": "Repayments of Related Party Debt", "negatedLabel": "Payment of promissory note", "terseLabel": "Repayments of related party debt" } } }, "localname": "RepaymentsOfRelatedPartyDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCash": { "auth_ref": [ "r424", "r425", "r473", "r475" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash restricted as to withdrawal or usage. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.", "label": "Restricted Cash", "terseLabel": "cash" } } }, "localname": "RestrictedCash", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r10", "r66", "r103", "r367", "r372", "r411" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 17.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Accumulated deficit" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r109", "r133", "r134", "r135", "r137", "r144", "r147", "r184", "r262", "r263", "r264", "r271", "r272", "r280", "r363", "r365" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Accumulated Deficit [Member]" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockConsiderationReceivedOnTransaction": { "auth_ref": [], "calculation": { "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cash received on stock transaction after deduction of issuance costs.", "label": "Sale of Stock, Consideration Received on Transaction", "terseLabel": "Proceeds from initial public offering, net of costs" } } }, "localname": "SaleOfStockConsiderationReceivedOnTransaction", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficitParenthetical", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.", "label": "Sale of Stock, Price Per Share", "terseLabel": "Sale of stock issue price per share" } } }, "localname": "SaleOfStockPricePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r442" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Schedule of Earnings Per Share, Basic and Diluted" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareDilutedByCommonClassTable": { "auth_ref": [ "r41", "r44", "r151", "r152", "r154" ], "lang": { "en-us": { "role": { "documentation": "Complete disclosure pertaining to an entity's diluted earnings per share.", "label": "Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Table]" } } }, "localname": "ScheduleOfEarningsPerShareDilutedByCommonClassTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": { "auth_ref": [ "r283", "r284" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]", "terseLabel": "Summary Of Assets And Liabilities Measured At Fair Value" } } }, "localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfHeldToMaturitySecuritiesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Schedule of Held-to-maturity Securities [Line Items]" } } }, "localname": "ScheduleOfHeldToMaturitySecuritiesLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfHeldToMaturitySecuritiesTable": { "auth_ref": [ "r177", "r181", "r182" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about investment in debt security measured at amortized cost (held-to-maturity).", "label": "Debt Securities, Held-to-maturity [Table]" } } }, "localname": "ScheduleOfHeldToMaturitySecuritiesTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSharesSubjectToMandatoryRedemptionBySettlementTermsAxis": { "auth_ref": [ "r60", "r61", "r62" ], "lang": { "en-us": { "role": { "documentation": "Represents settlement terms for the group of mandatorily redeemable securities, including the description and the details of all terms for each outstanding financial instrument and each settlement option.", "label": "Schedule of Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Axis]" } } }, "localname": "ScheduleOfSharesSubjectToMandatoryRedemptionBySettlementTermsAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks of a company.", "label": "Share Price", "terseLabel": "Share Price", "verboseLabel": "Share price" } } }, "localname": "SharePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "periodEndLabel": "Ending balance, Shares", "periodStartLabel": "Beginning balance, Shares" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_SharesSubjectToMandatoryRedemptionFinancialInstrumentDomain": { "auth_ref": [ "r61", "r62" ], "lang": { "en-us": { "role": { "documentation": "Identifying description of each financial instrument that embodies an unconditional obligation requiring the issuer to redeem the securities by transferring the assets at a specified or determinable date (or dates) or upon an event that is certain to occur. Examples are preferred stock or trust preferred securities, each of which has redemption rights beyond the control of the issuer on a specified date or upon an event that is certain to occur.", "label": "Financial Instruments Subject to Mandatory Redemption, Financial Instrument [Domain]" } } }, "localname": "SharesSubjectToMandatoryRedemptionFinancialInstrumentDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r115", "r116", "r117", "r130", "r151", "r152", "r154", "r156", "r160", "r161", "r183", "r205", "r208", "r209", "r210", "r214", "r215", "r233", "r234", "r236", "r240", "r247", "r294", "r393", "r423", "r427", "r441" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets", "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/CoverPage", "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/StatementsOfOperations", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r21", "r65", "r109", "r124", "r125", "r126", "r133", "r134", "r135", "r137", "r144", "r147", "r159", "r184", "r249", "r262", "r263", "r264", "r271", "r272", "r280", "r295", "r296", "r297", "r298", "r299", "r300", "r305", "r363", "r364", "r365" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets", "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficitParenthetical", "http://www.catchainvestmentcorp.com/role/StatementsOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r133", "r134", "r135", "r159", "r346" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets", "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficitParenthetical", "http://www.catchainvestmentcorp.com/role/StatementsOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesIssuedForServices": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.", "label": "Stock Issued During Period, Shares, Issued for Services", "terseLabel": "Stock issued during period, shares, issued for services" } } }, "localname": "StockIssuedDuringPeriodSharesIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r7", "r8", "r65", "r66" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "terseLabel": "Stock shares issued during the period shares" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueIssuedForServices": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.", "label": "Stock Issued During Period, Value, Issued for Services", "terseLabel": "Stock shares issued during the period for services value" } } }, "localname": "StockIssuedDuringPeriodValueIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r8", "r11", "r12", "r48", "r411", "r429", "r449", "r460" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 13.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance", "totalLabel": "Total shareholders' deficit" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Shareholders' Deficit:" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Note [Abstract]" } } }, "localname": "StockholdersEquityNoteAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r68", "r129", "r234", "r235", "r236", "r237", "r238", "r239", "r240", "r241", "r242", "r243", "r244", "r246", "r249", "r278" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]", "terseLabel": "Shareholder's Deficit" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/ShareholderSDeficit" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsequentEventLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.", "label": "Subsequent Event [Line Items]" } } }, "localname": "SubsequentEventLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [ "r301", "r313" ], "lang": { "en-us": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTable": { "auth_ref": [ "r301", "r313" ], "lang": { "en-us": { "role": { "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.", "label": "Subsequent Event [Table]" } } }, "localname": "SubsequentEventTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r301", "r313" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r301", "r313" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r312", "r314" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]", "terseLabel": "Subsequent Events" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SubsequentEvents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficit", "http://www.catchainvestmentcorp.com/role/StatementsOfChangesInShareholdersEquityDeficitParenthetical", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_TemporaryEquityByClassOfStockTable": { "auth_ref": [ "r1", "r63" ], "lang": { "en-us": { "role": { "documentation": "Table of capital stock that is classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. This table may include a description by series, value, shares authorized, shares issued and outstanding, redemption price per share and subscription receivable.", "label": "Temporary Equity, by Class of Stock [Table]" } } }, "localname": "TemporaryEquityByClassOfStockTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "stringItemType" }, "us-gaap_TemporaryEquityCarryingAmountAttributableToParent": { "auth_ref": [ "r205", "r208", "r209", "r210", "r214", "r215" ], "calculation": { "http://www.catchainvestmentcorp.com/role/BalanceSheets": { "order": 12.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "definitionGuidance": "Temporary equity, carrying amount, attributable to parent", "documentation": "Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Carrying Amount, Attributable to Parent", "positiveLabel": "Class A ordinary shares subject to possible redemption", "terseLabel": "Class A ordinary shares subject to possible redemption, 30,000,000 shares at redemption value of $10.14 and $10.00 per share as of December 31, 2022 and 2021, respectively" } } }, "localname": "TemporaryEquityCarryingAmountAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheets", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Temporary Equity Disclosure [Abstract]" } } }, "localname": "TemporaryEquityDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_TemporaryEquityLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Temporary Equity [Line Items]" } } }, "localname": "TemporaryEquityLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfReconciliationOfClassAOrdinarySharesReflectedInTheBalanceSheetDetail" ], "xbrltype": "stringItemType" }, "us-gaap_TemporaryEquityParOrStatedValuePerShare": { "auth_ref": [ "r1", "r63" ], "lang": { "en-us": { "role": { "documentation": "Per share amount of par value or stated value of stock classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable.", "label": "Temporary Equity, Par or Stated Value Per Share", "terseLabel": "Temporary equity par or stated value per share" } } }, "localname": "TemporaryEquityParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_TemporaryEquityRedemptionPricePerShare": { "auth_ref": [ "r1", "r63" ], "lang": { "en-us": { "role": { "documentation": "Amount to be paid per share that is classified as temporary equity by entity upon redemption. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Redemption Price Per Share", "terseLabel": "Temporary equity, redemption price per share" } } }, "localname": "TemporaryEquityRedemptionPricePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_TemporaryEquitySharesIssued": { "auth_ref": [ "r6" ], "lang": { "en-us": { "role": { "documentation": "The number of securities classified as temporary equity that have been sold (or granted) to the entity's shareholders. Securities issued include securities outstanding and securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Shares Issued", "terseLabel": "Temporary Equity, Shares Issued" } } }, "localname": "TemporaryEquitySharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_TemporaryEquitySharesOutstanding": { "auth_ref": [ "r6" ], "lang": { "en-us": { "role": { "documentation": "The number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Shares Outstanding", "terseLabel": "Temporary equity shares outstanding" } } }, "localname": "TemporaryEquitySharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/BalanceSheetsParenthetical", "http://www.catchainvestmentcorp.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/ShareholderSDeficitAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_TemporaryEquityTableTextBlock": { "auth_ref": [ "r1", "r63" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity [Table Text Block]", "terseLabel": "Summary of Reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet" } } }, "localname": "TemporaryEquityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r177", "r181", "r232", "r245", "r277", "r315", "r316", "r317", "r318", "r319", "r320", "r321", "r322", "r323", "r324", "r325", "r326", "r327", "r328", "r329", "r330", "r331", "r332", "r333", "r334", "r335", "r336", "r337", "r338", "r339", "r340", "r341", "r342", "r343", "r344", "r446", "r447", "r448", "r476", "r477", "r478", "r479", "r480", "r481", "r482" ], "lang": { "en-us": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "domainItemType" }, "us-gaap_USTreasurySecuritiesMember": { "auth_ref": [ "r396", "r407", "r409", "r474" ], "lang": { "en-us": { "role": { "documentation": "This category includes information about debt securities issued by the United States Department of the Treasury and backed by the United States government. Such securities primarily consist of treasury bills (short-term maturities - one year or less), treasury notes (intermediate term maturities - two to ten years), and treasury bonds (long-term maturities - ten to thirty years).", "label": "US Treasury Securities [Member]", "terseLabel": "US Treasury Securities [Member]" } } }, "localname": "USTreasurySecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesSummaryOfDebtSecuritiesHeldToMaturityDetail" ], "xbrltype": "domainItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r45", "r46", "r47", "r163", "r164", "r166", "r167" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_WarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]", "terseLabel": "Warrant [Member]" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantsAndRightsOutstanding": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price.", "label": "Warrants and Rights Outstanding", "terseLabel": "Warrants and Rights Outstanding" } } }, "localname": "WarrantsAndRightsOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_WarrantsAndRightsOutstandingMeasurementInput": { "auth_ref": [ "r287" ], "lang": { "en-us": { "role": { "documentation": "Value of input used to measure outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur.", "label": "Warrants and Rights Outstanding, Measurement Input", "terseLabel": "Warrants and Rights Outstanding, Measurement Input" } } }, "localname": "WarrantsAndRightsOutstandingMeasurementInput", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/FairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "decimalItemType" }, "us-gaap_WarrantsAndRightsOutstandingTerm": { "auth_ref": [ "r459" ], "lang": { "en-us": { "role": { "documentation": "Period between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Warrants and Rights Outstanding, Term", "terseLabel": "Class of warrants or rights maturity" } } }, "localname": "WarrantsAndRightsOutstandingTerm", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.catchainvestmentcorp.com/role/OrganizationAndBusinessOperationAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r150", "r156" ], "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Diluted weighted average shares outstanding", "verboseLabel": "Weighted-average shares outstanding" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfOperations", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r149", "r156" ], "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Basic weighted average shares outstanding", "verboseLabel": "Weighted-average shares outstanding" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.catchainvestmentcorp.com/role/StatementsOfOperations", "http://www.catchainvestmentcorp.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "sharesItemType" } }, "unitCount": 8 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "205", "URI": "https://asc.fasb.org/extlink&oid=95464943&loc=SL35686261-199414", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(27)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126941378&loc=d3e61044-112788", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(12)(b)(3))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=120401414&loc=d3e603758-122996", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "105", "URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6904-107765", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(18))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(7))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(9))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL116659661-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(n))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a)(5))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=SL124452830-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.M.Q2)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1505-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1278-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r168": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "https://asc.fasb.org/topic&trid=2134479", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=SL6953401-111524", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27232-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=SL120269820-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=SL120269820-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=SL120269820-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=SL120269820-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=SL120269825-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(4)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919244-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919253-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919258-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919230-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922895-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922900-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "https://asc.fasb.org/extlink&oid=126905020&loc=d3e5879-108316", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "340", "URI": "https://asc.fasb.org/extlink&oid=6387103&loc=d3e6435-108320", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19)(a)(5))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q4)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(B))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(C))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.19)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(b))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3179-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e32247-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e32280-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32847-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3213-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126731327&loc=d3e90205-114008", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)(2)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(4)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19279-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19279-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=SL6742756-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(01)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r311": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "https://asc.fasb.org/topic&trid=2122745", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r314": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "https://asc.fasb.org/topic&trid=2122774", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(i)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(ii)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3536-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(7)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "https://asc.fasb.org/extlink&oid=126937589&loc=SL119991595-234733", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61929-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61929-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62059-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62059-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62395-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62395-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62479-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62479-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=SL6807758-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=SL6807758-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61872-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61872-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(6))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3044-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=118262064&loc=SL116631418-115840", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=118262064&loc=SL116631419-115840", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column B)(Footnote 1))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column B)(Footnote 6))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column B)(Footnote 7))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 1))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 6))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4273-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 7))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column D)(Footnote 1))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column D)(Footnote 6))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column D)(Footnote 7))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "5D", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-13D(Column B)(Footnote 2))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=SL120429264-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "5D", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-13D(Column C)(Footnote 2))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=SL120429264-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column A))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611379-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column B))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611379-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column C))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611379-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column D))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611379-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=SL98516268-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(a)", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "https://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "https://asc.fasb.org/extlink&oid=126945304&loc=d3e27327-108691", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r393": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=99393222&loc=SL20226052-175313", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(ii)(A))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r40": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "https://asc.fasb.org/topic&trid=2122369", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "69E", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "69F", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495745-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117819544-158441", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r413": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r414": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r415": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r416": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r417": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r418": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r419": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r420": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r421": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r422": { "Name": "Securities Act", "Number": "7A", "Publisher": "SEC", "Section": "B", "Subsection": "2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=SL98516268-108586", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(b))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k)(1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e2626-109256", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27232-111563", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=SL120269820-111563", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=SL120269825-111563", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255206&loc=SL82895884-210446", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "410", "URI": "https://asc.fasb.org/extlink&oid=6393242&loc=d3e13237-110859", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r452": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "https://asc.fasb.org/topic&trid=2127136", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL6224234-111729", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Subparagraph": "(b)", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126980459&loc=d3e62557-112803", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(2))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r476": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r477": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(1)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r478": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r479": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(3)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r480": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(i)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r481": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(ii)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r482": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(iii)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27232-111563", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(aa)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27232-111563", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27232-111563", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27232-111563", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r54": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "https://asc.fasb.org/topic&trid=2144648", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466302&loc=d3e4724-112606", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "20A", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466302&loc=SL6757427-112606", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466204&loc=SL6031898-161870", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=109262497&loc=d3e20148-110875", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=118255708&loc=SL5909891-110878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=109262807&loc=d3e22026-110879", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=109262807&loc=d3e22047-110879", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "50", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=6784392&loc=d3e188667-122775", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r68": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "https://asc.fasb.org/topic&trid=2208762", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5047-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5579240-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5579245-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=d3e41620-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=d3e41638-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5618551-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5624171-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5624177-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5624177-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=d3e41675-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19279-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19279-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" } }, "version": "2.2" } ZIP 52 0001193125-23-112262-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001193125-23-112262-xbrl.zip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®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end