FTAC Hera Acquisition (HERA) 10-Q10 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2022	Nov. 10, 2022
Document Information Line Items
Entity Registrant Name	FTAC HERA ACQUISITION CORP.
Trading Symbol	HERA
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001842912
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2022
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
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40156
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1579435
Entity Address, Address Line One	2929 Arch Street
Entity Address, Address Line Two	Suite 1703
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19104
City Area Code	(215)
Local Phone Number	701-9555
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A ordinary shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		87,067,760
Class B ordinary shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		21,766,940

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
ASSETS
Cash	$ 104,094	$ 965,671
Prepaid expenses	170,973	384,884
Total Current Assets	275,067	1,350,555
Investment held in Trust Account	856,464,013	851,547,099
TOTAL ASSETS	856,739,080	852,897,654
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities - accrued expenses	196,913	268,994
Warrant liabilities	1,863,250	20,665,533
Deferred underwriting fee payable	30,831,268	30,831,268
Total liabilities	32,891,431	51,765,795
COMMITMENTS AND CONTINGENCIES
Class A ordinary shares subject to possible redemption, 85,147,760 shares at $10.06 per share and $10.00 per share redemption value at September 30, 2022 and December 31, 2021, respectively	856,464,013	851,477,600
SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,920,000 shares issued and outstanding (excluding 85,147,760 shares subject to possible redemption) at September 30, 2022 and December 31, 2021	192	192
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 21,766,940 shares issued and outstanding at September 30, 2022 and December 31, 2021	2,177	2,177
Additional paid-in capital
Accumulated deficit	(32,618,733)	(50,348,110)
Total Shareholders’ deficit	(32,616,364)	(50,345,741)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$ 856,739,080	$ 852,897,654

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption	85,147,760	85,147,760
Ordinary shares subject to possible redemption, per share (in Dollars per share)	$ 10.06	$ 10
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued	1,920,000	1,920,000
Ordinary shares, shares outstanding	1,920,000	1,920,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	21,766,940	21,766,940
Ordinary shares, shares outstanding	21,766,940	21,766,940

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
Condensed Statements of Operations (Unaudited) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
General and administrative expenses	$ 290,077	$ 457,909	$ 898,317	$ 1,003,407
Loss from operations	(290,077)	(457,909)	(898,317)	(1,003,407)
Other income (expense):
Interest earned on investment held in Trust Account	3,759,413	21,465	48,034	4,916,914
Change in fair value of warrant liabilities	3,358,639	6,312,413	7,400,760	18,802,283
Transaction costs allocable to warrants			(1,625,720)
Total other income, net	7,118,052	6,333,878	5,823,074	23,719,197
Net income	$ 6,827,975	$ 5,875,969	$ 4,924,757	$ 22,715,790
Class A Ordinary Shares
Other income (expense):
Weighted average shares outstanding (in Shares)	87,067,760	87,067,760	70,337,092	87,067,760
Basic and diluted net income per share (in Dollars per share)	$ 0.06	$ 0.05	$ 0.05	$ 0.21
Class B Ordinary Shares
Other income (expense):
Weighted average shares outstanding (in Shares)	21,766,940	21,766,940	21,187,296	21,766,940
Basic and diluted net income per share (in Dollars per share)	$ 0.06	$ 0.05	$ 0.05	$ 0.21

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A Ordinary Shares
Basic and diluted net income per share	$ 0.06	$ 0.05	$ 0.05	$ 0.21
Class B Ordinary Shares
Basic and diluted net income per share	$ 0.06	$ 0.05	$ 0.05	$ 0.21

Condensed Statements of Changes

Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 17, 2021
Balance (in Shares) at Jan. 17, 2021
Issuance of Class B ordinary shares to Sponsor		$ 2,348	22,652		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		23,480,000
Sale of 1,920,000 Private Placement Units, net of warrant liabilities	$ 192		18,542,208		18,542,400
Sale of 1,920,000 Private Placement Units, net of warrant liabilities (in Shares)	1,920,000
Forfeiture of Founder Shares		$ (171)	171
Forfeiture of Founder Shares (in Shares)		(1,713,060)
Accretion for Class A ordinary shares to redemption amount			(18,565,031)	(56,453,859)	(75,018,890)
Net income (loss)				(1,383,684)	(1,383,684)
Balance at Mar. 31, 2021	$ 192	$ 2,177		(57,837,543)	(57,835,174)
Balance (in Shares) at Mar. 31, 2021	1,920,000	21,766,940
Balance at Jan. 17, 2021
Balance (in Shares) at Jan. 17, 2021
Net income (loss)					4,924,757
Balance at Sep. 30, 2021	$ 192	$ 2,177		(51,529,102)	(51,526,733)
Balance (in Shares) at Sep. 30, 2021	1,920,000	21,766,940
Balance at Mar. 31, 2021	$ 192	$ 2,177		(57,837,543)	(57,835,174)
Balance (in Shares) at Mar. 31, 2021	1,920,000	21,766,940
Net income (loss)				432,472	432,472
Balance at Jun. 30, 2021	$ 192	$ 2,177		(57,405,071)	(57,402,702)
Balance (in Shares) at Jun. 30, 2021	1,920,000	21,766,940
Net income (loss)				5,875,969	5,875,969
Balance at Sep. 30, 2021	$ 192	$ 2,177		(51,529,102)	(51,526,733)
Balance (in Shares) at Sep. 30, 2021	1,920,000	21,766,940
Balance at Dec. 31, 2021	$ 192	$ 2,177		(50,348,110)	(50,345,741)
Balance (in Shares) at Dec. 31, 2021	1,920,000	21,766,940
Net income (loss)				10,663,372	10,663,372
Balance at Mar. 31, 2022	$ 192	$ 2,177		(39,684,738)	(39,682,369)
Balance (in Shares) at Mar. 31, 2022	1,920,000	21,766,940
Balance at Dec. 31, 2021	$ 192	$ 2,177		(50,348,110)	(50,345,741)
Balance (in Shares) at Dec. 31, 2021	1,920,000	21,766,940
Net income (loss)					22,715,790
Balance at Sep. 30, 2022	$ 192	$ 2,177		(32,618,733)	(32,616,364)
Balance (in Shares) at Sep. 30, 2022	1,920,000	21,766,940
Balance at Mar. 31, 2022	$ 192	$ 2,177		(39,684,738)	(39,682,369)
Balance (in Shares) at Mar. 31, 2022	1,920,000	21,766,940
Accretion of Class A ordinary shares subject to redemption				(1,227,000)	(1,227,000)
Net income (loss)				5,224,443	5,224,443
Balance at Jun. 30, 2022	$ 192	$ 2,177		(35,687,295)	(35,684,926)
Balance (in Shares) at Jun. 30, 2022	1,920,000	21,766,940
Accretion of Class A ordinary shares subject to redemption				(3,759,413)	(3,759,413)
Net income (loss)				6,827,975	6,827,975
Balance at Sep. 30, 2022	$ 192	$ 2,177		$ (32,618,733)	$ (32,616,364)
Balance (in Shares) at Sep. 30, 2022	1,920,000	21,766,940

Condensed Statements of Chang_2

Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) (Parentheticals)	2 Months Ended
	Mar. 31, 2021 shares
Statement of Stockholders' Equity [Abstract]
Sale of private placement units, net of warrant liabilities	1,920,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	8 Months Ended	9 Months Ended
Condensed Statements of Cash Flows (Unaudited) - USD ($)	Sep. 30, 2021	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 4,924,757	$ 22,715,790
Adjustments to reconcile net income to net cash used in operating activities:
Transaction costs allocable to warrants	1,625,720
Change in fair value of warrant liabilities	(7,400,760)	(18,802,283)
Formation costs paid by Sponsor in exchange for issuance of Founder Shares	5,000
Operating costs paid through promissory note – related party	150
Interest earned on investment held in Trust Account	(48,034)	(4,916,914)
Changes in operating assets and liabilities:
Prepaid expenses	(489,266)	213,911
Accrued expenses	158,911	(72,081)
Net cash used in operating activities	(1,223,522)	(861,577)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment of cash in Trust Account	(851,477,600)
Net cash used in investing activities	(851,477,600)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of Units, net of underwriting discounts paid	835,477,600
Proceeds from sale of Private Placement Units	19,200,000
Proceeds from promissory note – related party	100
Repayment of promissory note – related party	(244,123)
Payment of offering costs	(386,361)
Net cash provided by financing activities	854,047,216
Net Change in Cash	1,346,094	(861,577)
Cash – Beginning of period		965,671
Cash – End of period	1,346,094	104,094
Non-cash investing and financing activities:
Offering costs paid by Sponsor in exchange for issuance of Founder Shares	20,000
Offering costs paid through promissory note	243,873
Deferred underwriting fee payable	$ 30,831,268

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 FTAC Hera Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 18, 2021. The Company was formed 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 (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity from inception through September 30, 2022 relates to the Company’s formation, 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 its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and placed in the Trust Account (defined below). The registration statement for the Company’s Initial Public Offering was declared effective on March 3, 2021. On March 8, 2021, the Company consummated the Initial Public Offering of 80,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold (the “Public Shares”)), at $10.00 per Unit, generating gross proceeds of $800,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,920,000 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to FTAC Hera Sponsor, LLC and certain funds and accounts managed by subsidiaries of Millennium Management LLC (“Millennium”), generating gross proceeds of $19,200,000, which is described in Note 4. The manager of FTAC Hera Sponsor, LLC is Hera Sponsor Interests, LLC, which is controlled by Betsy Z. Cohen and Daniel Cohen. Following the closing of the Initial Public Offering on March 8, 2021, an amount of $800,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to pay the Company’s tax obligations, if the Company is unable to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or upon any earlier liquidation of the Company. On March 9, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 5,147,760 Units issued for an aggregate amount of $51,477,600. A total of $51,477,600 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $851,477,600. Transaction costs amounted to $47,481,502, consisting of $16,000,000 in cash underwriting fees, $30,831,268 of deferred underwriting fees and $650,234 of other offering costs. 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 Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. 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 (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to complete a Business Combination successfully. The Company will provide holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon consummation of a Business Combination 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 by law 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 (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, FTAC Hera Sponsor, LLC and FTAC Hera Advisors, LLC (collectively, the “Sponsor”) and the Company’s officers and directors (the “Insiders”) have agreed to vote their Founder Shares (as defined in Note 5), the Class A ordinary shares included in the Placement Units (the “Placement Shares”) and any Public Shares held by them in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Insiders have agreed (a) to waive their redemption rights with respect to their Founder Shares, Placement Shares and Public Shares held by them 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 redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to the other provisions relating to shareholders’ rights or pre-business combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment. The Company will have until March 8, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but 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 (which interest will be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s shareholders and board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Insiders have agreed to waive their liquidation rights with respect to the Founder Shares and Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Insiders acquire Public Shares in or after the Initial Public Offering, 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, FTAC Hera Sponsor, LLC has agreed to be liable to the Company if and to the extent any claims by a third party (other than its 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 (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, FTAC Hera Sponsor, LLC will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that FTAC Hera Sponsor, LLC will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than its 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. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 8, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a Business Combination by close of business on March 8, 2023. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 8, 2023.

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 Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 17, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. 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 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 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 condensed financial statements is the determination of the fair value of the warrant liability. 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. Investment Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the closing date of the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued amounting to $45,855,782 were charged to temporary equity. Offering costs amounting to $1,625,720 were allocated to the warrant liabilities and were expensed to the unaudited condensed statements of operations. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date for both the Public and Placement Warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. 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 480. 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 Class A 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, 85,147,760 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. Under ASC 480-10-S99, the Company has elected to recognize 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. This method would view the end of the reporting period as if it were also the redemption date for the security. 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 capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 851,477,600 Less: Proceeds allocated to Public Warrants (29,163,108 ) Class A ordinary shares issuance costs (45,855,782 ) Plus: Accretion of carrying value to redemption value 75,018,890 Class A ordinary shares subject to possible redemption, December 31, 2021 851,477,600 Plus: Accretion of carrying value to redemption value 4,986,413 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 856,464,013 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 condensed 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 periods 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 method in calculating earnings per share. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted net 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 21,766,940 Class A ordinary shares in the aggregate. As of September 30, 2022 and 2021, the Company did not have any other 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 share amounts): For the Three Months Ended For the Three Months Ended For the Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Allocation of net income $ 5,462,380 $ 1,365,595 $ 4,700,775 $ 1,175,194 $ 18,172,632 $ 4,543,158 $ 3,784,249 $ 1,140,508 Denominator: Basic and diluted weighted average shares outstanding 87,067,760 21,766,940 87,067,760 21,766,940 87,067,760 21,766,940 70,337,092 21,187,296 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.05 $ 0.05 $ 0.21 $ 0.21 $ 0.05 $ 0.05 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. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts. 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 Warrants (see Note 9). Recent Accounting Standards 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 condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2022
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 85,147,760 Units, which includes 5,147,760 Units sold pursuant to the partial exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).

Private Placement

Private Placement	9 Months Ended
Private Placement	Sep. 30, 2022
Private Placement Disclosure Abstract
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, FTAC Hera Sponsor, LLC and Millennium purchased in a private placement an aggregate of 1,920,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $19,200,000. Each Placement Unit consists of one Placement Share and one-fourth of one redeemable warrant (“Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The proceeds from the Placement Units 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 Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying securities will be 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 In January 2021, the Sponsor paid $25,000 to cover certain of the Company’s operating and formation costs in exchange for 22,012,500 Class B ordinary shares (the “Founder Shares”). On March 3, 2021, the Company effected a share capitalization pursuant to which it issued an additional 1,467,500 Founder Shares, resulting in an aggregate of 23,480,000 Founder Shares outstanding. All share and per share amounts have been retroactively restated for the share capitalization. Additionally, upon consummation of the Business Combination, the Sponsor will transfer 3,840,000 Founder Shares to Millennium for the same price originally paid for such shares. The Founder Shares included up to 3,000,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares will represent 20% of the aggregate Founder Shares, Placement Shares and issued and outstanding Public Shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on March 9, 2021, a total of 1,286,940 shares are no longer subject to forfeiture and 1,713,060 shares were forfeited as the underwriters did not exercise their option in full. The Insiders and Millennium have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares (i) with respect to 25% of such shares, until consummation of a Business Combination, (ii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, and (iv) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Services Agreement The Company has agreed, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a total of $25,000 per month for office space, administrative and shared personnel support services. On June 9, 2021, the administrative services agreement was amended and restated to increase the monthly charge from $25,000 to $40,000. For the three and nine months ended September 30, 2022, the Company incurred and paid $120,000 and $360,000, respectively, in fees for these services. For the three months ended September 30, 2021 and for the period from January 18, 2021 (inception) through September 30, 2021, the Company incurred and paid $120,000 and $220,000, respectively, in fees for these services. Promissory Note — Related Party On January 22, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to FTAC Hera Sponsor, LLC, pursuant to which the Company could borrow up to an aggregate of up to $300,000. The Promissory Note was non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $244,123 was repaid at the closing of the Initial Public Offering on March 8, 2021. 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 (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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 the 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 or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Placement Units. As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans.

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 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 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 condensed financial statements. Registration Rights Pursuant to a registration rights agreement entered into on March 3, 2021, the holders of the Founder Shares, Placement Units (including securities contained therein) and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights to require the Company to register a sale of any securities held by them (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration 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. 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 (i) $0.35 per Unit on the initial 80,000,000 Units sold in the Initial Public Offering, or $28,000,000 in the aggregate, and (ii) $0.55 per Unit sold pursuant to the over-allotment option, or $2,831,268, or $30,831,268 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
Shareholders’ Equity [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class B ordinary shares will vote on the appointment of directors prior to the consummation of a 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 on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares outstanding upon the completion of the Initial Public Offering and the private placement plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent shares and warrants underlying units issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Warrant Liabilities

Warrant Liabilities	9 Months Ended
Warrant Liabilities	Sep. 30, 2022
Warrant Liabilities [Abstract]
WARRANT LIABILITIES	NOTE 8. WARRANT LIABILITIES As of September 30, 2022 and December 31, 2021, there were 21,286,940 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after 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. No warrant will be exercisable and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a warrant 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 is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. 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 not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the notice of redemption is given 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 for Class A ordinary shares 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 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 equals or exceeds $10.00 per Public Share (as adjusted for share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. 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 and in the case of any such issuance to the Insiders or their affiliates, without taking into account any Founder Shares held by the Insiders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes a 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 $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. At September 30, 2022 and December 31, 2021, there were 480,000 Placement Warrants outstanding. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A ordinary shares issuable upon the exercise of the 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 Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees, subject to certain limited exceptions. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

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 an assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2022, assets held in the Trust Account were comprised of $856,464,013 in money market funds which are invested primarily in U.S. Treasury securities. Through September 30, 2022, the Company has not withdrawn any interest earned on the Trust Account. At December 31, 2021, assets held in the Trust Account were comprised of $851,547,099 in money market funds which are invested primarily in U.S. Treasury securities. Through December 31, 2021, the Company has not withdrawn any interest 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: Description Level September 30, 2022 December 31, Assets: Investment held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 856,464,013 $ 851,547,099 Liabilities: Warrant Liabilities – Public Warrants 1 $ 1,822,162 $ 20,209,821 Warrant Liabilities – Placement Warrants 2 $ 41,088 $ 455,712 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. The warrant liabilities are measured at fair value at issuance and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price is used as the fair value as of each relevant date to measure the Public Warrants. As of September 30, 2022 and December 31, 2021, the Public Warrant quoted market price was used as the fair value to measure the Public Warrants. Because the underlying terms of the Placement Warrants are similar in nature to the Public Warrants, the Public Warrant quoted market price was also used as the fair value for the Placement Warrants as of the relevant dates. The following table presents the changes in the fair value of warrant liabilities for the three and nine months ended September 30, 2021: Placement Public Warrant Fair value as of January 18, 2021 (inception) $ — $ — $ — Initial measurement on March 8, 2021 657,600 29,163,108 29,820,708 Change in valuation inputs or other assumptions (9,600 ) (425,739 ) (435,339 ) Fair value as of March 31, 2021 648,000 28,737,369 29,385,369 Change in valuation inputs or other assumptions (14,400 ) (638,608 ) (653,008 ) Transfers to Level 1 — (28,098,761 ) (28,098,761 ) Transfers to Level 2 (633,600 ) — (633,600 ) Fair value as of September 30, 2021 $ — $ — $ — There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three and nine months ended September 30, 2022.

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 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.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
Accounting Policies, by Policy (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 Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 17, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
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 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 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 condensed financial statements is the determination of the fair value of the warrant liability. 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.
Investment Held in Trust Account	Investment Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the closing date of the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued amounting to $45,855,782 were charged to temporary equity. Offering costs amounting to $1,625,720 were allocated to the warrant liabilities and were expensed to the unaudited condensed statements of operations.
Warrant Liabilities	Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date for both the Public and Placement Warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.
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 480. 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 Class A 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, 85,147,760 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. Under ASC 480-10-S99, the Company has elected to recognize 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. This method would view the end of the reporting period as if it were also the redemption date for the security. 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 capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 851,477,600 Less: Proceeds allocated to Public Warrants (29,163,108 ) Class A ordinary shares issuance costs (45,855,782 ) Plus: Accretion of carrying value to redemption value 75,018,890 Class A ordinary shares subject to possible redemption, December 31, 2021 851,477,600 Plus: Accretion of carrying value to redemption value 4,986,413 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 856,464,013
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 condensed 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 periods 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 method in calculating earnings per share. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted net 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 21,766,940 Class A ordinary shares in the aggregate. As of September 30, 2022 and 2021, the Company did not have any other 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 share amounts): For the Three Months Ended For the Three Months Ended For the Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Allocation of net income $ 5,462,380 $ 1,365,595 $ 4,700,775 $ 1,175,194 $ 18,172,632 $ 4,543,158 $ 3,784,249 $ 1,140,508 Denominator: Basic and diluted weighted average shares outstanding 87,067,760 21,766,940 87,067,760 21,766,940 87,067,760 21,766,940 70,337,092 21,187,296 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.05 $ 0.05 $ 0.21 $ 0.21 $ 0.05 $ 0.05
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. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts.
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 Warrants (see Note 9).
Recent Accounting Standards	Recent Accounting Standards 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 condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
Summary of Significant Accounting Policies (Tables)	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of class A ordinary shares subject to possible redemption	Gross proceeds $ 851,477,600 Less: Proceeds allocated to Public Warrants (29,163,108 ) Class A ordinary shares issuance costs (45,855,782 ) Plus: Accretion of carrying value to redemption value 75,018,890 Class A ordinary shares subject to possible redemption, December 31, 2021 851,477,600 Plus: Accretion of carrying value to redemption value 4,986,413 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 856,464,013
Schedule of basic and diluted net income per ordinary share	For the Three Months Ended For the Three Months Ended For the Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Allocation of net income $ 5,462,380 $ 1,365,595 $ 4,700,775 $ 1,175,194 $ 18,172,632 $ 4,543,158 $ 3,784,249 $ 1,140,508 Denominator: Basic and diluted weighted average shares outstanding 87,067,760 21,766,940 87,067,760 21,766,940 87,067,760 21,766,940 70,337,092 21,187,296 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.05 $ 0.05 $ 0.21 $ 0.21 $ 0.05 $ 0.05

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	Description Level September 30, 2022 December 31, Assets: Investment held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 856,464,013 $ 851,547,099 Liabilities: Warrant Liabilities – Public Warrants 1 $ 1,822,162 $ 20,209,821 Warrant Liabilities – Placement Warrants 2 $ 41,088 $ 455,712
Schedule of changes in the fair value of warrant liabilities	Placement Public Warrant Fair value as of January 18, 2021 (inception) $ — $ — $ — Initial measurement on March 8, 2021 657,600 29,163,108 29,820,708 Change in valuation inputs or other assumptions (9,600 ) (425,739 ) (435,339 ) Fair value as of March 31, 2021 648,000 28,737,369 29,385,369 Change in valuation inputs or other assumptions (14,400 ) (638,608 ) (653,008 ) Transfers to Level 1 — (28,098,761 ) (28,098,761 ) Transfers to Level 2 (633,600 ) — (633,600 ) Fair value as of September 30, 2021 $ — $ — $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)			9 Months Ended
	Mar. 09, 2021	Mar. 08, 2021	Sep. 30, 2022
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock units (in Shares)			85,147,760
Obligation to redeem of public shares percentage			100%
Price per share (in Dollars per share)			$ 10
Interest to pay dissolution expenses			$ 100,000
Share price (in Dollars per share)			$ 10
Public share per share (in Dollars per share)			$ 10
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination redeem, percentage			100%
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock units (in Shares)		800,000,000
Share price (in Dollars per share)		$ 10
Gross proceeds		$ 800,000,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock units (in Shares)			1,920,000
Share price (in Dollars per share)			$ 10
Gross proceeds			$ 19,200,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock units (in Shares)	5,147,760		5,147,760
Gross proceeds	$ 51,477,600
Deposited trust account	51,477,600
Trust account balance	$ 851,477,600
Cash underwriting fees			$ 16,000,000
Deferred underwriting fees			30,831,268
Other offering costs			650,234
Class A Ordinary Shares [Member] \| Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock units (in Shares)		80,000,000
Share price (in Dollars per share)		$ 10
Business Combination [Member] \| Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs			$ 47,481,502
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combinations fair market value			80%
Percentage of outstanding voting securities			50%
Business combination net tangible assets			$ 5,000,001
Public shares, without the prior consent			15%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Transaction costs allocable to warrants	$ 1,625,720
Federal depository insurance coverage	250,000
Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 45,855,782
Ordinary shares subject to possible redemption	85,147,760	85,147,760
Purchase shares of common stock	21,766,940

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of class A ordinary shares subject to possible redemption - USD ($)	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule of class A ordinary shares subject to possible redemption [Abstract]
Gross proceeds		$ 851,477,600
Less:
Proceeds allocated to Public Warrants		(29,163,108)
Class A ordinary shares issuance costs		(45,855,782)
Plus:
Accretion of carrying value to redemption value	$ 4,986,413	75,018,890
Class A ordinary shares subject to possible redemption	$ 856,464,013	$ 851,477,600

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per ordinary share - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A
Numerator:
Allocation of net income	$ 5,462,380	$ 4,700,775	$ 3,784,249	$ 18,172,632
Denominator:
Basic and diluted weighted average shares outstanding	87,067,760	87,067,760	70,337,092	87,067,760
Basic and diluted net income per ordinary share	$ 0.06	$ 0.05	$ 0.05	$ 0.21
Class B
Numerator:
Allocation of net income	$ 1,365,595	$ 1,175,194	$ 1,140,508	$ 4,543,158
Denominator:
Basic and diluted weighted average shares outstanding	21,766,940	21,766,940	21,187,296	21,766,940
Basic and diluted net income per ordinary share	$ 0.06	$ 0.05	$ 0.05	$ 0.21

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per ordinary share (Parentheticals) - $ / shares	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per ordinary share (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	87,067,760	87,067,760	70,337,092	87,067,760
Diluted net income (loss) per ordinary share	$ 0.06	$ 0.05	$ 0.05	$ 0.21
Class B
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per ordinary share (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	21,766,940	21,766,940	21,187,296	21,766,940
Diluted net income (loss) per ordinary share	$ 0.06	$ 0.05	$ 0.05	$ 0.21

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		9 Months Ended
Initial Public Offering (Details) - $ / shares	Mar. 09, 2021	Sep. 30, 2022
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction		85,147,760
Share purchase price (in Dollars per share)		$ 10
Public offering transaction, description		Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction	5,147,760	5,147,760

Private Placement (Details)

Private Placement (Details)	9 Months Ended
Private Placement (Details)	Sep. 30, 2022 USD ($) $ / shares shares
Private Placement (Details) [Line Items]
Purchased an aggregate placement units (in Shares) \| shares	85,147,760
Private Placement [Member]
Private Placement (Details) [Line Items]
Purchased an aggregate placement units (in Shares) \| shares	1,920,000
Price per share \| $ / shares	$ 10
Aggregate purchase price (in Dollars) \| $	$ 19,200,000
Class A Ordinary Shares [Member]
Private Placement (Details) [Line Items]
Ordinary share price per share \| $ / shares	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

3 Months Ended

8 Months Ended

9 Months Ended

Jun. 09, 2021

Mar. 09, 2021

Mar. 04, 2021

Mar. 03, 2021

Jan. 31, 2021

Jan. 22, 2021

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Mar. 08, 2021

Related Party Transactions (Details) [Line Items]

Incurred fees

$ 120,000

$ 220,000

$ 360,000

Issued an unsecured promissory note

$ 300,000

Promissory note

$ 244,123

Working capital loans

$ 2,000,000

Business combination price, per share (in Dollars per share)

$ 10

Minimum [Member]

Related Party Transactions (Details) [Line Items]

Amount per month of office space, secretarial and administrative services

$ 25,000

Maximum [Member]

Related Party Transactions (Details) [Line Items]

Amount per month of office space, secretarial and administrative services

$ 40,000

Class B Ordinary Shares [Member]

Related Party Transactions (Details) [Line Items]

Consideration for ordinary shares (in Shares)

22,012,500

Over-Allotment Option [Member]

Related Party Transactions (Details) [Line Items]

Shares issued (in Shares)

1,286,940

Subject to forfeiture shares (in Shares)

1,713,060

Sponsor [Member]

Related Party Transactions (Details) [Line Items]

Sponsor paid

$ 25,000

Administrative and other services, per month

$ 25,000

Founder Shares [Member]

Related Party Transactions (Details) [Line Items]

Additional share issued (in Shares)

1,467,500

Aggregate of shares outstanding

$ 23,480,000

Shares transfer

$ 3,840,000

Aggregate of shares subject to forfeiture (in Shares)

3,000,000

Percentage of issued and outstanding share

20%

Business combination description

The
Insiders and Millennium have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares (i) with
respect to 25% of such shares, until consummation of a Business Combination, (ii) with respect to 25% of such shares, when the closing
price of the Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation
of a Business Combination, (iii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares
exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, and (iv) with
respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $17.00 for any 20 trading days within
a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination,
the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders
having the right to exchange their ordinary shares for cash, securities or other property.

Commitments and Contingencies (

Commitments and Contingencies (Details)	9 Months Ended
Commitments and Contingencies (Details)	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Underwriting description	The underwriters are entitled to a deferred fee of (i) $0.35 per Unit on the initial 80,000,000 Units sold in the Initial Public Offering, or $28,000,000 in the aggregate, and (ii) $0.55 per Unit sold pursuant to the over-allotment option, or $2,831,268, or $30,831,268 in the aggregate.

Shareholders_ Deficit (Details)

Shareholders’ Deficit (Details) - $ / shares	9 Months Ended
Shareholders’ Deficit (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Shareholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Capital raising purposes, description	In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares outstanding upon the completion of the Initial Public Offering and the private placement plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent shares and warrants underlying units issued to the Sponsor or its affiliates upon conversion of loans made to the Company).
Class A Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares outstanding	1,920,000	1,920,000
Common stock, shares issued	1,920,000	1,920,000
Ordinary shares subject to possible redemption	85,147,760	85,147,760
Class B Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares outstanding	21,766,940	21,766,940
Common stock, shares issued	21,766,940	21,766,940

Warrant Liabilities (Details)

Warrant Liabilities (Details) - shares	9 Months Ended
Warrant Liabilities (Details) - shares	Sep. 30, 2022	Dec. 31, 2021
Warrant Liabilities (Details) [Line Items]
Private placement warrants, description	Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public 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 Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the notice of redemption is given to the warrant holders.
Description of additional shares of common stock	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 and in the case of any such issuance to the Insiders or their affiliates, without taking into account any Founder Shares held by the Insiders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes a 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 $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Warrant [Member]
Warrant Liabilities (Details) [Line Items]
Warrants outstanding	21,286,940	21,286,940
Private Placement [Member]
Warrant Liabilities (Details) [Line Items]
Warrants outstanding	480,000	480,000
Class A Ordinary Shares [Member]
Warrant Liabilities (Details) [Line Items]
Warrants for redemption, description	Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00. Commencing ninety days after the warrants become exercisable, the Company may redeem the Public 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 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 equals or exceeds $10.00 per Public Share (as adjusted for share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; ●if, and only if, the Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and ●if, and only if, there is an effective registration statement covering the issuance of Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Assets held in the trust account	$ 856,464,013	$ 851,547,099

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($)	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Investment held in Trust Account – U.S. Treasury Securities Money Market Fund	$ 856,464,013	$ 851,547,099
Level 1 [Member] \| Public Warrants [Member]
Liabilities:
Warrant Liabilities	1,822,162	20,209,821
Level 2 [Member] \| Private Placement Warrants [Member]
Liabilities:
Warrant Liabilities	$ 41,088	$ 455,712

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($)	2 Months Ended	6 Months Ended
	Mar. 31, 2021	Sep. 30, 2021
Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of beginning		$ 648,000
Initial measurement on March 8, 2021	657,600
Change in valuation inputs or other assumptions	(9,600)	(14,400)
Transfers to Level 1
Transfers to Level 2		(633,600)
Fair value as of ending	648,000
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of beginning		28,737,369
Initial measurement on March 8, 2021	29,163,108
Change in valuation inputs or other assumptions	(425,739)	(638,608)
Transfers to Level 1		(28,098,761)
Transfers to Level 2
Fair value as of ending	28,737,369
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of beginning		29,385,369
Initial measurement on March 8, 2021	29,820,708
Change in valuation inputs or other assumptions	(435,339)	(653,008)
Transfers to Level 1		(28,098,761)
Transfers to Level 2		(633,600)
Fair value as of ending	$ 29,385,369