TZP Strategies Acquisition (TZPS) 10-Q7 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 07, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Registrant Name	TZP STRATEGIES ACQUISITION CORP.
Document Period End Date	Sep. 30, 2022
Entity Central Index Key	0001823481
Document Quarterly Report	true
Document Transition Report	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-39909
Entity Tax Identification Number	98-1555127
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	888 7thAvenue
Entity Address, Address Line Two	20thFloor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10106
City Area Code	212
Local Phone Number	398-0300
Class A Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		28,750,000
Title of 12(g) Security	Class A ordinary shares included as part of the units
Trading Symbol	TZPS
Security Exchange Name	NASDAQ
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,187,500
Capital Units [Member]
Document Information [Line Items]
Title of 12(g) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	TZPSU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(g) Security	Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	TZPSW
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 33,253	$ 156,181
Prepaid expenses and other current assets	207,440	617,565
Total Current Assets	240,693	773,746
Investments held in Trust Account	288,735,171	287,552,035
TOTAL ASSETS	288,975,864	288,325,781
Current liabilities
Accrued expenses	2,687,093	2,918,641
Advance from related parties	11,032	11,032
Promissory note – related party	775,000	200,000
Total Current Liabilities	3,473,125	3,129,673
Deferred underwriting fee payable	10,062,500	10,062,500
Warrant liabilities	1,327,500	7,522,500
Total Liabilities	14,863,125	20,714,673
Commitments and Contingencies
Class A ordinary shares subject to possible redemption 28,750,000 shares issued and outstanding at $10.04 and $10.00 per share redemption value at September 30, 2022 and December 31, 2021, respectively	288,735,171	287,500,000
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital
Accumulated deficit	(14,623,151)	(19,889,611)
Total Shareholders' Deficit	(14,622,432)	(19,888,892)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS' DEFICIT	288,975,864	288,325,781
Class A Ordinary Shares
Current liabilities
Class A ordinary shares subject to possible redemption 28,750,000 shares issued and outstanding at $10.04 and $10.00 per share redemption value at September 30, 2022 and December 31, 2021, respectively	288,735,171	287,500,000
Shareholders' Deficit
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued or outstanding (excluding 28,750,000 shares subject to redemption) at September 30, 2022 and December 31, 2021
Class B Ordinary Shares
Shareholders' Deficit
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 7,187,500 shares issued and outstanding at September 30, 2022 and December 31, 2021	$ 719	$ 719

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Ordinary Shares
Ordinary shares subject to possible redemption	28,750,000	28,750,000
Ordinary shares, redemption value (in Dollars per share)	$ 10.04	$ 10
Common Stock,par share	$ 0.0001	$ 0.0001
Common stock, authorised	300,000,000	300,000,000
Common stock, issued	0	0
Common stock, outstanding	0	0
Temporary Equity, Shares Issued	28,750,000	28,750,000
Temporary Equity, Shares Outstanding	28,750,000	28,750,000
Class B Ordinary Shares
Common Stock,par share	$ 0.0001	$ 0.0001
Common stock, authorised	30,000,000	30,000,000
Common stock, issued	7,187,500	7,187,500
Common stock, outstanding	7,187,500	7,187,500

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
Condensed Statements of Operations - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
General and administrative expenses	$ 176,934	$ 439,597	$ 876,505	$ 2,205,473
Loss from operations	(176,934)	(439,597)	(876,505)	(2,205,473)
Other income (expense):
Income earned on investments held in Trust Account	964,841	3,700	1,183,136	46,397
Interest expense		(3,588)		(14,008)
Transaction costs allocated to warrant liabilities				(791,150)
Change in fair value of warrant liabilities	(147,500)	2,655,000	6,195,000	11,652,500
Total other income, net	817,341	2,655,112	7,378,136	10,893,739
Net income	640,407	2,215,515	6,501,631	8,688,266
Class A Ordinary Shares
Other income (expense):
Net income	$ 512,326	$ 1,772,412	$ 5,201,305	$ 6,852,018
Basic weighted average shares outstanding	28,750,000	28,750,000	28,750,000	26,538,462
Basic net income per share	$ 0.02	$ 0.06	$ 0.18	$ 0.26
Class B Ordinary Shares
Other income (expense):
Net income	$ 128,081	$ 443,103	$ 1,300,326	$ 1,836,248
Basic weighted average shares outstanding	7,187,500	7,187,500	7,187,500	7,111,951
Basic net income per share	$ 0.02	$ 0.06	$ 0.18	$ 0.26

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' (Deficit) Equity - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Class A Ordinary Shares	Class A Ordinary Shares Common Stock	Class B Ordinary Shares	Class B Ordinary Shares Common Stock
Balance at Dec. 31, 2020	$ 20,000	$ 24,281	$ (5,000)		$ 0		$ 719
Balance (in Shares) at Dec. 31, 2020					0		7,187,500
Cash paid in excess of fair value of Private Placement warrants	413,333	413,333
Accretion for Class A ordinary shares to redemption amount	(29,226,221)	(437,614)	(28,788,607)
Net income (loss)	9,816,388		9,816,388
Balance at Mar. 31, 2021	(18,976,500)	0	(18,977,219)		$ 0		$ 719
Balance (in Shares) at Mar. 31, 2021					0		7,187,500
Balance at Dec. 31, 2020	20,000	24,281	(5,000)		$ 0		$ 719
Balance (in Shares) at Dec. 31, 2020					0		7,187,500
Net income (loss)	8,688,266			$ 6,852,018		$ 1,836,248
Balance at Sep. 30, 2021	(20,104,622)	0	(20,105,341)		$ 0		$ 719
Balance (in Shares) at Sep. 30, 2021					0		7,187,500
Balance at Mar. 31, 2021	(18,976,500)	0	(18,977,219)		$ 0		$ 719
Balance (in Shares) at Mar. 31, 2021					0		7,187,500
Net income (loss)	(3,343,637)		(3,343,637)
Balance at Jun. 30, 2021	(22,320,137)	0	(22,320,856)		$ 0		$ 719
Balance (in Shares) at Jun. 30, 2021					0		7,187,500
Net income (loss)	2,215,515		2,215,515	1,772,412		443,103
Balance at Sep. 30, 2021	(20,104,622)	0	(20,105,341)		$ 0		$ 719
Balance (in Shares) at Sep. 30, 2021					0		7,187,500
Balance at Dec. 31, 2021	(19,888,892)	0	(19,889,611)		$ 0		$ 719
Balance (in Shares) at Dec. 31, 2021					0		7,187,500
Net income (loss)	3,272,027		3,272,027
Balance at Mar. 31, 2022	(16,616,865)	0	(16,617,584)		$ 0		$ 719
Balance (in Shares) at Mar. 31, 2022					0		7,187,500
Balance at Dec. 31, 2021	(19,888,892)	0	(19,889,611)		$ 0		$ 719
Balance (in Shares) at Dec. 31, 2021					0		7,187,500
Net income (loss)	6,501,631			5,201,305		1,300,326
Balance at Sep. 30, 2022	(14,622,432)	0	(14,623,151)		$ 0		$ 719
Balance (in Shares) at Sep. 30, 2022					0		7,187,500
Balance at Mar. 31, 2022	(16,616,865)	0	(16,617,584)		$ 0		$ 719
Balance (in Shares) at Mar. 31, 2022					0		7,187,500
Accretion for Class A ordinary shares to redemption amount	(270,330)		(270,330)
Net income (loss)	2,589,197		2,589,197
Balance at Jun. 30, 2022	(14,297,998)	0	(14,298,717)		$ 0		$ 719
Balance (in Shares) at Jun. 30, 2022					0		7,187,500
Accretion for Class A ordinary shares to redemption amount	(964,841)		(964,841)
Net income (loss)	640,407		640,407	$ 512,326		$ 128,081
Balance at Sep. 30, 2022	$ (14,622,432)	$ 0	$ (14,623,151)		$ 0		$ 719
Balance (in Shares) at Sep. 30, 2022					0		7,187,500

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended			9 Months Ended
Condensed Statements of Cash Flows - USD ($)	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income	$ 640,407	$ 3,272,027	$ 2,215,515	$ 6,501,631	$ 8,688,266
Adjustments to reconcile net income to net cash used in operating activities:
Income earned on investments held in Trust Account	(964,841)		(3,700)	(1,183,136)	(46,397)
Change in fair value of warrant liabilities				(6,195,000)	(11,652,500)
Transaction costs allocated to warrant liabilities					791,150
Changes in operating assets and liabilities:
Prepaid expenses and other current assets				410,125	(530,541)
Accrued expenses				(231,548)	1,641,306
Net cash used in operating activities				(697,928)	(1,108,716)
Cash Flows from Investing Activities:
Investment of cash into Trust Account					(287,500,000)
Net cash used in investing activities					(287,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid					281,750,000
Proceeds from sale of Private Placement Warrants					7,750,000
Proceeds from promissory note – related party				575,000
Repayment of promissory note – related party					(123,492)
Payment of offering costs					(453,046)
Net cash provided by financing activities				575,000	288,923,462
Net Change in Cash				(122,928)	314,746
Cash – Beginning		$ 156,181		156,181
Cash – Ending	$ 33,253		$ 314,746	$ 33,253	314,746
Non-Cash investing and financing activities:
Deferred underwriting fee payable					$ 10,062,500

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
Description of Organization and Business Operations	Sep. 30, 2022
Accounting Policies [Abstract]
Description of Organization and Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS TZP Strategies Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 31, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). As of September 30, 2022, the Company had not commenced any operations. All activity for the period from August 31, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2021. On January 22, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,166,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to TZPS SPAC Holdings LLC (the “Sponsor”), generating gross proceeds of $7,750,000, which is described in Note 4. Transaction costs amounted to $16,409,038, consisting of $5,750,000 of upfront underwriting fees, $10,062,500 of deferred underwriting fees and $596,538 of other offering costs. Following the closing of the Initial Public Offering on January 22, 2021, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions underRule2a-7of The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (net amounts previously disbursed to management for working capital purposes and excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until January 22, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed 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 100%of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (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 (1) $10.00 per Public Share and (2) 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 trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form10-Q The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form10-K Liquidity, Capital Resources, and Going Concern As of September 30, 2022, the Company had approximately $0.03 million in its operating bank account, and a working capital deficit of approximately $3.23 million. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, the loan from the Sponsor pursuant to the Note (as defined in Note 5 and below), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full upon consummation of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. On August 10, 2021, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $1,000,000 to the Sponsor. The Note does not bear interest and is repayable in full upon consummation of a Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants, at a price of $1.50 per private placement warrant. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As of September 30, 2022 and December 31, 2021, there was $775,000 and $200,000, respectfully, outstanding under the Note. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. However, the Note will provide additional flexibility to continue the Company’s identification and pursuit of potential business combination targets. Over this time period, the Company will be using available funds, including those from the Note, for the purpose of 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 the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting StandardsUpdate2014-15, d t Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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 did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to non-current Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 8) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under Convertible Promissory Note The Company accounts for its convertible promissory note under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, non-cash Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption as reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants 250,000,000 Class A ordinary shares issuance costs (37,500,000 ) Plus: Accretion of carrying value to redemption amount (212,500,000 ) Class A ordinary shares subject to possible redemption, December 31, 2021 287,500,000 Plus: Accretion of carrying value to redemption amount 1,235,171 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 288,735,171 Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,750,000 Class A ordinary shares in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 512,326 $ 128,081 $ 1,772,412 $ 443,103 $ 5,201,305 $ 1,300,326 $ 6,852,018 $ 1,836,248 Denominator: Basic and diluted weighted average shares outstanding 28,750,000 7,187,500 28,750,000 7,187,500 28,750,000 7,187,500 26,538,462 7,111,951 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.06 $ 0.06 $ 0.18 $ 0.18 $ 0.26 $ 0.26 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022, and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) (Subtopic815-40): (“ASU2020-06”), 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited

Public Offering

Public Offering	9 Months Ended
Public Offering	Sep. 30, 2022
Regulated Operations [Abstract]
Public Offering	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third

Private Placement

Private Placement	9 Months Ended
Private Placement	Sep. 30, 2022
Private Placement [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,166,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,750,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from 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 Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 2, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On January 11, 2021, the Sponsor transferred 25,000 Class B ordinary shares to the independent director nominee. These 25,000 shares would not be subject to forfeiture in the event the underwriters’ overallotment option was not exercised. The Founder Shares included an aggregate of up to 937,500 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, Administrative Support Agreement The Company entered into an agreement, commencing on January 22, 2021, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $90,000 in fees for these services, respectively. For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $90,000 in fees for these services, respectively. As of September 30, 2022 and December 31, 2021, respectively, $210,000 and $120,000 is recorded in accrued expenses in the accompanying condensed balance sheets. Promissory Note – Related Party On September 1, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest On August 10, 2021, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $1,000,000 to the Sponsor. The Company elected to value the conversion option of the Note using the fair value, however, the Company has taken the position that the value of the conversion option is worthless. The Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants, at a price of$1.50 per private placement warrant. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As of September 30, 2022 and December 31, 2021, there was $775,000 and $200,000 outstanding, respectively, under the Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. Advance From Related Party On December 31, 2021 the Sponsor advanced the Company $11,032; these borrowings are non-interest

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on January 19, 2021, 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 the Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a 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 lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Shareholders' Deficit

Shareholders' Deficit	9 Months Ended
Shareholders' Deficit	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — Class A Ordinary shares — Class B Ordinary shares — Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a 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 one-to-one .

Warrants

Warrants	9 Months Ended
Warrants	Sep. 30, 2022
Warrants Disclosure [Abstract]
Warrants	NOTE 8. WARRANTS As of September 30, 2022 and December 31, 2021, there were 9,583,333 Public Warrants and 5,166,667 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, 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, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a 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 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 a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” 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. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption 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 any 20 trading days withina30-tradingdayperiod ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the30-tradingday period ending three trading days before the Company sends the notice of redemption of the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days withina30-tradingdayperiod ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its 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 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 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. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable,

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $288,735,171 and $287,552,035 in a money market fund which is invested primarily in U.S. Treasury Securities. Through September 30, 2022 and December 31, 2021, the Company did not withdraw any of income earned on the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Fair Value September 30, 2022 Assets: Investment held in Trust Account –Money Market Fund 1 $ 288,735,171 Liabilities: Warrant Liability – Public Warrants 1 862,500 Warrant Liability – Private Placement Warrants 2 465,000 December 31, 2021 Assets: Investment held in Trust Account –Money Market Fund 1 $ 287,552,035 Liabilities: Warrant Liability – Public Warrants 1 4,887,500 Warrant Liability – Private Placement Warrants 2 2,635,000 The Warrants are accounted for as liabilities in accordance with ASC815-40 The Public Warrants and Private Placement Warrants were valued at the initial measurement date using a binomial lattice model in a risk-neutral framework, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value is the expected volatility of the ordinary shares. The expected volatility was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units where active trading of the Company’s Public Warrants is observable, including at September 30, 2022 and December 31, 2021, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was $5,750,000. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the year ended December 31, 2021 was $3,100,000. There were no transfers during the three months ended September 30, 2022 and 2021. There were transfers of Public Warrants from a Level 3 measurement to a Level 1 fair value measurement of $0 and $7,762,500 for the nine months ended September 30, 2022 and 2021, respectively and there were transfers of Private Placement Warrants from a Level 3 measurement to a Level 2 fair value measurement of $0 and $4,185,000 for the nine months ended September 30, 2022 and 2021 , respectively.

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form10-Q The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form10-K
Liquidity, Capital Resources, and Going Concern	Liquidity, Capital Resources, and Going Concern As of September 30, 2022, the Company had approximately $0.03 million in its operating bank account, and a working capital deficit of approximately $3.23 million. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, the loan from the Sponsor pursuant to the Note (as defined in Note 5 and below), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full upon consummation of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. On August 10, 2021, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $1,000,000 to the Sponsor. The Note does not bear interest and is repayable in full upon consummation of a Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants, at a price of $1.50 per private placement warrant. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As of September 30, 2022 and December 31, 2021, there was $775,000 and $200,000, respectfully, outstanding under the Note. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. However, the Note will provide additional flexibility to continue the Company’s identification and pursuit of potential business combination targets. Over this time period, the Company will be using available funds, including those from the Note, for the purpose of 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 the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting StandardsUpdate2014-15, d t
Emerging growth company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of estimates	Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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 did not have any cash equivalents as of September 30, 2022 and December 31, 2021.
Offering costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to non-current
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 8) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under
Convertible Promissory Note	Convertible Promissory Note The Company accounts for its convertible promissory note under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, non-cash
Class A ordinary shares subject to possible redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption as reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants 250,000,000 Class A ordinary shares issuance costs (37,500,000 ) Plus: Accretion of carrying value to redemption amount (212,500,000 ) Class A ordinary shares subject to possible redemption, December 31, 2021 287,500,000 Plus: Accretion of carrying value to redemption amount 1,235,171 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 288,735,171
Income taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income per Ordinary Share	Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,750,000 Class A ordinary shares in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 512,326 $ 128,081 $ 1,772,412 $ 443,103 $ 5,201,305 $ 1,300,326 $ 6,852,018 $ 1,836,248 Denominator: Basic and diluted weighted average shares outstanding 28,750,000 7,187,500 28,750,000 7,187,500 28,750,000 7,187,500 26,538,462 7,111,951 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.06 $ 0.06 $ 0.18 $ 0.18 $ 0.26 $ 0.26
Concentration of credit risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022, and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair value of financial instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9).
Recent accounting standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) (Subtopic815-40): (“ASU2020-06”), 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
Summary of Significant Accounting Policies (Tables)	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of shares subject to possible redemption	At September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption as reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants 250,000,000 Class A ordinary shares issuance costs (37,500,000 ) Plus: Accretion of carrying value to redemption amount (212,500,000 ) Class A ordinary shares subject to possible redemption, December 31, 2021 287,500,000 Plus: Accretion of carrying value to redemption amount 1,235,171 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 288,735,171
Schedule of basic and diluted net income (loss) per ordinary share	The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 512,326 $ 128,081 $ 1,772,412 $ 443,103 $ 5,201,305 $ 1,300,326 $ 6,852,018 $ 1,836,248 Denominator: Basic and diluted weighted average shares outstanding 28,750,000 7,187,500 28,750,000 7,187,500 28,750,000 7,187,500 26,538,462 7,111,951 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 $ 0.06 $ 0.06 $ 0.18 $ 0.18 $ 0.26 $ 0.26

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Fair Value September 30, 2022 Assets: Investment held in Trust Account –Money Market Fund 1 $ 288,735,171 Liabilities: Warrant Liability – Public Warrants 1 862,500 Warrant Liability – Private Placement Warrants 2 465,000 December 31, 2021 Assets: Investment held in Trust Account –Money Market Fund 1 $ 287,552,035 Liabilities: Warrant Liability – Public Warrants 1 4,887,500 Warrant Liability – Private Placement Warrants 2 2,635,000

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	1 Months Ended	9 Months Ended
	Jan. 22, 2021	Sep. 30, 2022
Description of Organization and Business Operations [Line Items]
Deferred underwriting fees		$ 10,062,500
Assets held in the trust account, percentage		80%
Additional of public per share (in Dollars per share)		$ 10
Amount of threshold tangible assets		$ 5,000,001
Aggregate of share sold, percentage		15%
Redemption of public shares, percentage		100%
Outstanding public shares, percentage		100%
Maximum net interest to pay dissolution expenses		$ 100,000
Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Post business combination percentage		50%
IPO [Member]
Description of Organization and Business Operations [Line Items]
Issuance of shares (in Shares)	28,750,000
Share price per unit (in Dollars per share)	$ 10	$ 10
Transaction costs of initial public offering	$ 16,409,038
Underwriting fees	5,750,000
Deferred underwriting fees	10,062,500
Other offering costs	596,538
Proceeds from sale of stock	$ 287,500,000
Share price (in Dollars per share)	$ 10
Over Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Issuance of shares (in Shares)	3,750,000
Share price per unit (in Dollars per share)	$ 10
Gross proceeds	$ 287,500,000
Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Sale of warrants and rights (in Shares)	5,166,667
Warrant price per share (in Dollars per share)	$ 1.5
Gross proceeds of warrants and rights	$ 7,750,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Aug. 10, 2021	Sep. 30, 2020
Summary of Significant Accounting Policies [Line Items]
Operating bank account	$ 30,000
Working capital deficit	3,230,000
Payment from sponsor	$ 25,000
Debt Instrument face value				$ 300,000
Debt Instrument Convertible Conversion Price	$ 1.5
Debt Instrument Outstanding	$ 775,000	$ 200,000
Offering costs	15,617,888
Offering cost related to warrant liabilities	791,150
Federal depository insurance corporation coverage	$ 250,000
Warrants exercisable to purchase ordinary shares in aggregate, Shares	14,750,000
Number of dilutive securities	0
Private Placement Warrants [Member]
Summary of Significant Accounting Policies [Line Items]
Debt Instrument Convertible Conversion Price			$ 1.5
Commercial Paper [Member]
Summary of Significant Accounting Policies [Line Items]
Debt Instrument face value			$ 1,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Shares Subject to Possible Redemption (Detail) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Class A ordinary shares subject to possible redemption	$ 288,735,171	$ 287,500,000
Class A Ordinary Shares
Temporary Equity [Line Items]
Gross proceeds		287,500,000
Proceeds allocated to Public Warrants		250,000,000
Class A ordinary shares issuance costs		(37,500,000)
Accretion of carrying value to redemption amount	1,235,171	(212,500,000)
Class A ordinary shares subject to possible redemption	$ 288,735,171	$ 287,500,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of basic and diluted net income (loss) per ordinary share (Detail) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Allocation of net income	$ 640,407	$ 2,589,197	$ 3,272,027	$ 2,215,515	$ (3,343,637)	$ 9,816,388	$ 6,501,631	$ 8,688,266
Class A Ordinary Shares
Numerator:
Allocation of net income	$ 512,326			$ 1,772,412			$ 5,201,305	$ 6,852,018
Denominator:
Basic weighted average shares outstanding	28,750,000			28,750,000			28,750,000	26,538,462
Diluted weighted average shares outstanding, Class B ordinary shares	28,750,000			28,750,000			28,750,000	26,538,462
Earnings Per Share, Basic	$ 0.02			$ 0.06			$ 0.18	$ 0.26
Earnings Per Share, Diluted	$ 0.02			$ 0.06			$ 0.18	$ 0.26
Class B Ordinary Shares
Numerator:
Allocation of net income	$ 128,081			$ 443,103			$ 1,300,326	$ 1,836,248
Denominator:
Basic weighted average shares outstanding	7,187,500			7,187,500			7,187,500	7,111,951
Diluted weighted average shares outstanding, Class B ordinary shares	7,187,500			7,187,500			7,187,500	7,111,951
Earnings Per Share, Basic	$ 0.02			$ 0.06			$ 0.18	$ 0.26
Earnings Per Share, Diluted	$ 0.02			$ 0.06			$ 0.18	$ 0.26

Public Offering - Additional In

Public Offering - Additional Information (Detail)	9 Months Ended
Public Offering - Additional Information (Detail)	Sep. 30, 2022 $ / shares shares
Public Offering [Line Items]
Purchase price \| $ / shares	$ 10
Exercise price \| $ / shares	$ 11.5
IPO [Member]
Public Offering [Line Items]
Public offering, shares \| shares	28,750,000
Over-Allotment Option [Member]
Public Offering [Line Items]
Public offering, shares \| shares	3,750,000

Private Placement - Additional

Private Placement - Additional Information (Detail)	9 Months Ended
Private Placement - Additional Information (Detail)	Sep. 30, 2022 USD ($) $ / shares shares
Private Placement [Abstract]
Aggregate amount of purchased shares \| shares	5,166,667
Warrant price per share \| $ / shares	$ 1.5
Aggregate amount of purchased value \| $	$ 7,750,000
Description of private placement	Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 02, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Aug. 10, 2021	Jan. 22, 2021	Sep. 30, 2020
Related Party Transactions [Line Items]
Percentage of issued and outstanding shares				20%
Common stock transfers threshold trading days				20 days
Common stock transfers, threshold consecutive trading days				30 days
Common Stock, minimum business combination days				150 days
Aggregate principal amount									$ 300,000
Outstanding debt				$ 0		$ 0
Working capital loans		$ 1,500,000		$ 1,500,000
Sale of price per warrant (in Dollars per share)		$ 1.5		$ 1.5
Business Combination [Member]
Related Party Transactions [Line Items]
Business combination price per share (in Dollars per share)		$ 12		$ 12
Administrative Support Agreement [Member]
Related Party Transactions [Line Items]
Accrued expenses		$ 210,000		$ 210,000		120,000
Sponsor [Member]
Related Party Transactions [Line Items]
Advance From Related Party						11,032
Sponsor [Member] \| Administrative Support Agreement [Member]
Related Party Transactions [Line Items]
Related party fees for services amount		30,000	$ 30,000	$ 90,000	$ 90,000
Founder Shares [Member]
Related Party Transactions [Line Items]
Offering and formation costs	$ 25,000
Shares subject to forfeiture (in Shares)				937,500
Office Space Utilities And Secretarial And Administrative Support [Member] \| Sponsor [Member] \| Administrative Support Agreement [Member]
Related Party Transactions [Line Items]
Due to related parties								$ 10,000
Unsecured Promissory Note [Member] \| TZPS SPAC Holdings LLC [Member]
Related Party Transactions [Line Items]
Aggregate principal amount		$ 1,000,000		$ 1,000,000
Outstanding debt				775,000		$ 200,000
Sale of price per warrant (in Dollars per share)							$ 1.5
Over-Allotment Option [Member]
Related Party Transactions [Line Items]
Founder shares are no longer subject to forfeiture (in Shares)						25,000
Class B Ordinary Shares [Member]
Related Party Transactions [Line Items]
Offering and formation costs				$ 25,000
Founder shares (in Shares)	7,187,500

Commitments And Contingencies

Commitments And Contingencies - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares
Commitments and Contingencies Disclosure [Abstract]
Price per unit \| $ / shares	$ 0.35
Deferred underwritings fees \| $	$ 10,062,500

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Equity [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Converted basis, percentage	20%
Class A Ordinary Shares
Stockholders' Equity [Line Items]
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, voting rights, description	Holders of Class A ordinary shares are entitled to one vote for each share.	Holders of Class A ordinary shares are entitled to one vote for each share.
Common stock, shares issued	0	0
Temporary equity, shares issued	28,750,000	28,750,000
Temporary equity shares outstanding	28,750,000	28,750,000
Class B Ordinary Shares
Stockholders' Equity [Line Items]
Common stock, shares authorized	30,000,000	30,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	7,187,500	7,187,500
Common stock, shares outstanding	7,187,500	7,187,500

Warrants - Additional Informat

Warrants - Additional Information (Detail) - shares	9 Months Ended
Warrants - Additional Information (Detail) - shares	Sep. 30, 2022	Dec. 31, 2021
Warrants [Line Items]
Warrant expiration term	5 years
Business Combination [Member]
Warrants [Line Items]
Business Combination, Description	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 a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its 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 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 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.
Public Warrants [Member]
Warrants [Line Items]
Warrants outstanding	9,583,333	9,583,333
Private Placement Warrants [Member]
Warrants [Line Items]
Warrants outstanding	5,166,667	5,166,667
Exercise Price 18.00 [Member]
Warrants [Line Items]
Warrants, Description	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 with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption 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 any 20 trading days withina30-tradingdayperiod ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Exercise Price 10.00 [Member]
Warrants [Line Items]
Warrants, Description	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 $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 determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the30-tradingday period ending three trading days before the Company sends the notice of redemption of the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days withina30-tradingdayperiod ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Asset held in trust account	$ 288,735,171		$ 288,735,171		$ 287,552,035
Fair value transfers during the period	$ 0	$ 0
TZPS Public Warrants [Member]
Estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 Fair Value Measurement			0	$ 7,762,500	5,750,000
USGAAP Private Placement [Member]
Estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement			$ 0	$ 4,185,000	$ 3,100,000

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of assets and liabilities that are measured at fair value on a recurring basis (Detail) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Level 1 [Member] \| Warrant Liability - Public Warrants [Member]
Liabilities:
Fair Value	$ 862,500	$ 4,887,500
Level 1 [Member] \| U.S. Money Market Funds
Assets:
Fair Value	288,735,171	287,552,035
Level 2 [Member] \| Warrant Liability - Private Placement Warrants [Member]
Liabilities:
Fair Value	$ 465,000	$ 2,635,000