0001193125-23-136629 | S-4 | XBRL Viewer

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Cover Page	12 Months Ended
Cover Page	Dec. 31, 2022
Document Information [Line Items]
Document Type	S-4
Amendment Flag	false
Entity Registrant Name	AlTi Global, Inc.
Entity Central Index Key	0001838615
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	92-1552220
Entity Address, Address Line One	520 Madison Avenue
Entity Address, Address Line Two	21st Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	396-5904
Entity Primary SIC Number	6282
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	520 Madison Avenue
Entity Address, Address Line Two	21st Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	396-5904
Contact Personnel Name	Michael Tiedemann

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets:
Cash	$ 85,540	$ 551,258
Prepaid Expenses	0	70,406
Total current assets	85,540	621,664
Cash and marketable securities held in Trust Account	349,983,839	345,031,308
Total Assets	350,069,379	345,652,972
Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit
Accounts payable and accrued expenses	8,004,647	182,120
Total current liabilities	8,004,647	182,120
Deferred underwriting fee	7,800,000	12,075,000
Convertible promissory note – related party	490,814	0
Conversion option liability	82,107	0
Warrant liabilities	10,531,140	23,093,608
Total liabilities	26,908,708	35,350,728
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 34,500,000 shares, issued and outstanding, at redemption values of approximately $10.14 and $10.00 at December 31, 2022 and 2021, respectively	349,983,839	345,031,308
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	0	0
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption) at December 31, 2022 and 2021	0	0
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at December 31, 2022 and 2021	863	863
Additional paid-in capital	1,200,788	0
Accumulated deficit	(28,024,819)	(34,729,927)
Total shareholders' Deficit	(26,823,168)	(34,729,064)
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit	$ 350,069,379	$ 345,652,972

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Class A Ordinary Shares [Member]
Ordinary shares subject to possible redemption	34,500,000	34,500,000
Subject to possible redemption shares Outstanding	34,500,000	34,500,000
Ordinary shares subject to possible redemption price per share	$ 10.14	$ 10
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	200,000,000	200,000,000
Ordinary shares, issued	0	0
Ordinary shares, outstanding	0	0
Class B Ordinary Shares [Member]
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	20,000,000	20,000,000
Ordinary shares, issued	8,625,000	8,625,000
Ordinary shares, outstanding	8,625,000	8,625,000

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Operating costs	$ 8,858,651	$ 1,012,448
Loss from operations	(8,858,651)	(1,012,448)
Other income (expense):
Interest earned on cash and marketable securities held in Trust Account	4,974,899	31,308
Interest expense – debt discount	(32,145)
Offering costs allocated to Warrants	0	(868,131)
Excess of Private Warrants fair value over purchase price	0	(3,097,200)
Unrealized loss – treasury bills	(22,368)	0
Change in fair value of warrant liability	12,562,468	3,911,091
Change in fair value of conversion option liability	(40,776)	0
Other income	195,587	0
Total other income (expense)	17,637,665	(22,932)
Net income (loss)	$ 8,779,014	$ (1,035,380)
Common Class A [Member]
Other income (expense):
Weighted average number of shares outstanding, basic	34,500,000	29,112,329
Weighted average number of shares outstanding, diluted	34,500,000	29,112,329
Earnings per share, basic	$ 0.2	$ (0.03)
Earnings per share, diluted	$ 0.2	$ (0.03)
Common Class B [Member]
Other income (expense):
Weighted average number of shares outstanding, basic	8,625,000	8,449,315
Weighted average number of shares outstanding, diluted	8,625,000	8,449,315
Earnings per share, basic	$ 0.2	$ (0.03)
Earnings per share, diluted	$ 0.2	$ (0.03)

Statements of Changes in Shareholders' Deficit - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Class B Ordinary shares
Balance at Dec. 31, 2020	$ 16,908	$ 24,137	$ (7,948)	$ 719
Balance (in Shares) at Dec. 31, 2020				7,187,500
Class B ordinary shares issued to Sponsor	144	0		$ 144
Class B ordinary shares issued to Sponsor (Shares)				1,437,500
Remeasurement of Class A ordinary shares subject to possible redemption	(33,710,736)	(24,137)	(33,686,599)
Net loss	(1,035,380)		(1,035,380)
Balance at Dec. 31, 2021	(34,729,064)	0	(34,729,927)	$ 863
Balance (in Shares) at Dec. 31, 2021				8,625,000
Waived deferred underwriting fee	4,079,413	4,079,413
Remeasurement of Class A ordinary shares subject to possible redemption	(4,952,531)	(2,878,625)	(2,073,906)
Net loss	8,779,014		8,779,014
Balance at Dec. 31, 2022	$ (26,823,168)	$ 1,200,788	$ (28,024,819)	$ 863
Balance (in Shares) at Dec. 31, 2022				8,625,000

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ 8,779,014	$ (1,035,380)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account	(4,974,899)	(31,308)
Other income	(195,587)	0
Offering costs allocated to warrants	0	868,131
Excess of private warrants fair value over purchase price	0	3,097,200
Change in fair value of warrant liability	(12,562,468)	(3,911,091)
Unrealized loss – treasury bills	22,368	0
Amortization of debt discount	32,145	0
Change in fair value of conversion option liability	40,776	0
Changes in operating assets and liabilities:
Prepaid expenses	70,406	(70,406)
Accounts payable and accrued expenses	7,822,527	174,172
Net cash used in operating activities	(965,718)	(908,682)
Cash Flows from Investing Activities:
Proceeds from sale of investments held in trust account	348,906,871	0
Investment of cash in Trust Account	(348,906,871)	(345,000,000)
Net cash used in investing activities	0	(345,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting commissions	0	338,100,000
Proceeds from sale of Private Warrants	0	8,900,000
Proceeds from issuance of promissory note to Sponsor	500,000	144,890
Payment on promissory issued to Sponsor	0	(144,890)
Payment of deferred offering costs	0	(540,060)
Net cash provided by financing activities	500,000	346,459,940
Net change in cash	(465,718)	551,258
Cash, beginning of period	551,258	0
Cash, end of the period	85,540	551,258
Supplemental disclosure of cash flow information:
Initial classification of Class A ordinary shares subject to possible redemption	0	345,000,000
Remeasurement of ordinary shares subject to possible redemption noncash transaction	4,952,531	0
Deferred underwriting fee charged to additional paid in capital	0	12,075,000
Initial classification of warrant liability	0	27,004,700
Waived deferred underwriting fee	$ (4,079,413)	$ 0

Description Of Organization And Business Operations

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description Of Organization And Business Operations

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Cartesian Growth Corporation (now known as Alvarium Tiedemann Holdings, Inc.) (the “Company”) was incorporated as a Cayman Islands exempted company on December 18, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or engaging in any other similar business combination with one or more businesses (the “Business Combination”).

As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation and its initial public offering (the “IPO”) which is described below and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO.

The Company’s sponsor is CGC Sponsor LLC, a Cayman Islands limited liability Company (the “Sponsor”).

On February 26, 2021, the Company consummated the IPO, including the full exercise of the over-allotment option by the underwriters on February 23, 2021, of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares and warrants included in the Units, the “Class A ordinary shares” and “Public Warrants,” respectively), at $10.00 per Unit, generating gross proceeds of $345,000,000, which is further discussed in Note 3. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per whole share. The registration statements on Form S-1 (File Nos. 333-252784 and 333-253428) for the Company’s IPO were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 23, 2021.

Simultaneously with the closing of the IPO, the Company consummated the sale of 8,900,000 warrants (the “Private Warrants,” and together with the “Public Warrants,” the “Warrants”), at a price of $1.00 per Private Warrant, in a private placement to the Sponsor, generating gross proceeds of $8,900,000, which is further discussed in Note 4.

Transaction costs of the IPO amounted to $19,540,060, consisting of $6,900,000 of underwriting commission, $12,075,000 of deferred underwriting commission, and $565,060 of other offering costs.

Following the closing of the IPO on February 26, 2021, $345,000,000 (or $10.00 per Unit) of the net offering proceeds of the sale of the Units and the sale of the Private Warrants was placed in a trust account for the benefit of the Company’s public shareholders (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The proceeds in the Trust Account may be invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (i) the completion of an initial Business Combination, (ii) the redemption of the Class A ordinary shares if the Company is unable to complete its initial Business Combination by February 26, 2023, subject to applicable law, and (iii) the redemption of any Class A ordinary 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 the Class A ordinary shares if it does not complete its initial Business Combination by February 26, 2023 or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity.

The Company will provide the holders of its outstanding Class A ordinary shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder

approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the law or stock exchange listing requirement. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate

amount then on

deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any, divided by the number of then outstanding Class A ordinary shares. The amount in the Trust Account is initially anticipated to be $

10.00

per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.

The Company will have until February 26, 2023 to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination by February 26, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Class A ordinary shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less tax payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Class A ordinary shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

The Company’s initial shareholders, officers and directors have agreed to (i) waive their redemption rights with respect to their Class B ordinary shares, par value of $0.0001 per share (the “founder shares”) (as described in Note 3) and any Class A ordinary shares purchased during or after the IPO, in connection with the completion of the initial Business Combination, (ii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination by February 26, 2023, although they will be entitled to liquidating distributions from the Trust Account with respect to any Class A ordinary shares they acquired during or after the IPO if the Company fails to complete the initial Business Combination within the prescribed time frame, and (iii) vote any founder shares held by them and any Class A ordinary shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party 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.

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 and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company has not asked the Sponsor to reserve for such indemnification obligations. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, the Company may not be able to complete the initial Business Combination, and the public shareholders would receive such lesser amount per share in connection with any redemption of the Class A ordinary shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses

The Business Combination

On September 19, 2021, the Company, Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company (“TWMH”), TIG Trinity GP, LLC, a Delaware limited liability company (“TIG GP”), TIG Trinity Management, LLC, a Delaware limited liability company (“TIG MGMT” and, together with TIG GP, the “TIG Entities”), Alvarium Investments Limited, an English private limited company (“Alvarium” and, together with TWMH and the TIG Entities, the “Target Companies”), Rook MS LLC, a Delaware limited liability company and Alvarium Tiedemann Capital, LLC, a Delaware limited liability company (“Umbrella”) entered into a business combination agreement (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which the Company will hold Umbrella, a newly formed Delaware limited liability company for purposes of effecting the transactions contemplated by the Business Combination Agreement, which will hold the businesses of the Target Companies.

On February 11, 2022, the Company, TWMH, the TIG Entities, Alvarium, Umbrella Merger Sub and Umbrella entered into Amendment No. 1 to the Business Combination Agreement, solely to (a) amend Section 12.01(b) of the Business Combination Agreement for the purpose of extending the Outside Date, as such term is used in the Business Combination Agreement, to July 29, 2022 and (b) amend the form of Registration Rights and Lock-up Agreement attached as Exhibit F of the Business Combination Agreement for the purpose of providing that the General Lock-up Period, as such term is used in the Business Combination Agreement, will be (i) for an amount equal to forty percent (40%) of the Lock-up Shares, as such term is used in the Business Combination Agreement, one year from the closing of the Business Combination (the “Closing”), (ii) for an amount equal to thirty percent (30%)of the Lock-up Shares, two years from the Closing and (iii) for an amount equal to thirty percent (30%)of the Lock-up Shares, three years from the Closing.

On May 13, 2022, CGC, TWMH, the TIG Entities, Alvarium, Umbrella Merger Sub and Umbrella entered into Amendment No. 2 to the Business Combination Agreement, solely to amend the definitions of “Alvarium Closing Cash Adjustment,” “Available Cash,” “Companies Equity Value,” “CFO Expenses,” “Excess Transaction Expenses,” “SHP Discretionary Banking Fee,” “TIG Entities Closing Cash Adjustment,” “Transaction Expenses” and “TWMH Closing Cash Adjustment,” and to amend a certain schedule of each of the Alvarium Disclosure Schedule, the TIG Disclosure Schedule and the TWMH Disclosure Schedule.

On August 8, 2022, CGC, TWMH, the TIG Entities, Alvarium, Umbrella Merger Sub and Umbrella entered into Amendment No. 3 to the Business Combination Agreement, solely to (a) amend Section 3.07(a) of the Business Combination Agreement for the purpose of providing that 2,100,000 shares of the Alvarium Shareholders Earn-Out Consideration (as defined in the Business Combination Agreement) shall be issued at Closing and (b) amend Section 1.01 of the Business Combination Agreement to exclude from the definition of “Indebtedness” contained therein liabilities incurred or assumed by Alvarium (or the applicable subsidiary of Alvarium) in connection with the acquisition by Amalfi Bidco Limited of Prestbury Investment Partners Limited dated July 11, 2022.

On October 25, 2022, CGC, TWMH, the TIG Entities, Alvarium, Umbrella Merger Sub and Umbrella entered into an Amended & Restated Business Combination Agreement (the “A&R Business Combination Agreement”), pursuant to which, among other things, the Business Combination Agreement was amended and restated to provide that (i) at Closing, CGC shall, or shall cause Continental Stock Transfer & Trust Company to, simultaneously (a) cancel a number of Class A ordinary shares held by the Sponsor equal to the number of the Sponsor Redemption Shares (as defined in the A&R Business Combination Agreement) and (b) issue the Non-Redeeming Bonus Shares (as defined in the A&R Business Combination Agreement) on a pro rata basis by number of Non-Redeemed SPAC Class A Common Shares (as defined in the A&R Business Combination Agreement) to the holders of such Non-Redeemed SPAC Class A Common Shares (as defined in the A&R Business Combination Agreement); (ii) the term “Outside Date” shall mean January 4, 2023; (iii) 1,050,000 shares of the TWMH Members Earn-Out Consideration (as defined in the A&R Business Combination Agreement) and 1,050,000 shares of the TIG Entities Members Earn-Out Consideration (as defined in the A&R Business Combination Agreement) shall be issued at Closing (as defined in the (as defined in the

A&R Business Combination Agreement); (iv) a termination fee in an amount of $

5,500,000

shall be payable by Alvarium (severally and not jointly) to CGC, and a termination fee in an aggregate amount of $

11,000,000

shall be payable by the TIG Entities and TWMH (jointly and severally) to CGC, if CGC shall have terminated the A&R Business Combination Agreement pursuant to Section 12.01(b) thereof, as described more fully below under “Termination Fee”; (v) on the Closing Date (as defined in the A&R Business Combination Agreement), immediately following the Alvarium Exchange Effective Time (as defined in the A&R Business Combination Agreement) but prior to the Umbrella Merger, CGC shall contribute SPAC Class B Common Stock (as defined in the A&R Business Combination Agreement) and cash to a newly formed wholly owned Delaware corporation (“SPAC Holdings”), which SPAC Holdings shall then contribute to Umbrella Merger Sub; (vi)

11,788,132

shares of SPAC Class A Common Stock (as defined in the A&R Business Combination Agreement) shall be initially reserved for the post-combination company’s equity incentive plan and

1,813,559

shares of SPAC Class A Common Stock shall be initially reserved for the post-combination company’s

employee stock purchase plan; and (vii) in addition, the form

of Registration Rights and Lock-Up Agreement attached as Exhibit F to the A&R Business Combination Agreement was amended to reduce from

100

% to

% the percentage of Lock-Up Shares held by the Inactive Target Holders (as defined therein) that are restricted from transfer thereunder.

On January 3, 2023 (the “Closing Date”), Cartesian Growth Corporation, a Cayman Islands exempted company (“Cartesian” or the “Company”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Amended and Restated Business Combination Agreement, dated as of October 25, 2022 (as amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among Cartesian, Rook MS LLC, a Delaware limited liability company (“Umbrella Merger Sub”), Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company (“TWMH”), TIG Trinity GP, LLC, a Delaware limited liability company (“TIG GP”), TIG Trinity Management, LLC, a Delaware limited liability company (“TIG MGMT” and, together with TIG GP, the “TIG Entities”), Alvarium Investments Limited, an English private limited company (“Alvarium” and, together with TWMH and the TIG Entities, the “Target Companies” and each a “Target Company”), and Alvarium Tiedemann Capital, LLC, a Delaware limited liability company (“Umbrella”). In connection with the Business Combination, Cartesian was renamed “Alvarium Tiedemann Holdings, Inc.” (the “Company”). As used herein, the “Company” refers to Cartesian Growth Corporation as a Delaware corporation by way of continuation following the Domestication and the Business Combination, which in connection with the Domestication and simultaneously with the Business Combination, changed its corporate name to “Alvarium Tiedemann Holdings, Inc”

(see Note 10).

Prior to the Closing Date, the following transactions occurred pursuant to the terms of the Business Combination Agreement:

•

On December 30, 2022 (the business day before the Closing Date), Cartesian effected a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Cartesian’s jurisdiction of registration was changed from the Cayman Islands to the State of Delaware (the “Domestication”). As a result of and upon the effective time of the Domestication, among other things, each Class A ordinary share, par value $0.0001 per share, of Cartesian outstanding was converted into the right to receive one share of Class A common stock, par value $0.0001 per share, of Cartesian (the “Class A Common Stock”), and Cartesian was renamed “Alvarium Tiedemann Holdings, Inc.”

•

On January 3, 2023, TWMH and the TIG Entities effected a reorganization (the “TWMH/TIG Entities Reorganization”) such that TWMH and the TIG Entities became wholly owned direct or indirect subsidiaries of Umbrella and Umbrella became owned solely by the members of TWMH (the “TWMH Members”), the members of TIG GP (the “TIG GP Members”) and the members of TIG MGMT (the “TIG MGMT Members”);

•

On January 3, 2023, Alvarium effected a reorganization such that Alvarium became the wholly owned indirect subsidiary of an Isle of Man entity (“Alvarium Topco”), and Alvarium Topco became owned solely by the shareholders of Alvarium (the “Alvarium Reorganization”); and

On the Closing Date, the following transactions occurred pursuant to the terms of the Business Combination Agreement:

•

TIG MGMT, TIG GP and Umbrella entered into a distribution agreement, pursuant to which (a) TIG MGMT distributed to Umbrella all of the issued and outstanding shares or partnership interests, as applicable, that it held through its strategic investments in External Strategic Managers, and (b) TIG GP distributed to Umbrella all of the issued and outstanding shares or interests that it held through its strategic investment in an External Strategic Manager;

•

Each shareholder of Alvarium Topco exchanged his, her or its (a) ordinary shares of Alvarium Topco and (b) class A shares of Alvarium Topco for Class A Common Stock (the “Alvarium Exchange”). Upon the consummation of the Alvarium Exchange, Alvarium Topco became a direct wholly-owned subsidiary of Cartesian;

•

Cartesian contributed shares of Class B Common Stock and cash to a newly formed wholly owned Delaware corporation (“Cartesian Holdco”) and Cartesian HoldCo subsequently contributed all shares of Class B Common Stock and cash to Umbrella Merger Sub;

•

Immediately following the effective time of the Alvarium Exchange, Umbrella Merger Sub merged with and into Umbrella, with Umbrella surviving such merger as an indirect subsidiary of Cartesian (the “Umbrella Merger”);

•

Immediately following the Alvarium Exchange and the Umbrella Merger, Cartesian and Umbrella entered into the Alvarium Contribution Agreement, pursuant to which (a) Cartesian contributed all of the issued and outstanding shares of Alvarium Topco that it held to Umbrella, (b) upon the consummation of the Alvarium Contribution, Alvarium Topco became a wholly-owned subsidiary of Umbrella; and

•

In accordance with the Sponsor Support Agreement, Cartesian simultaneously (i) canceled a number of SPAC Class A Ordinary Shares held by Sponsor equal to the number of Sponsor Redemption Shares and (ii) issued the Non-Redeeming Bonus Shares to holders of Non-Redeemed Cartesian Class A Common Shares on a pro-rata basis based on the number of Non-Redeemed SPAC Class A Common Shares held by such holders. The effective issuance rate of Non-Redeeming Bonus Shares was 0.121617 Non-Redeeming Bonus Share per Non-Redeemed SPAC Class A Common Share. Any fractional shares were rounded down to the nearest whole share.

On January 3, 2023, following the Closing, Alvarium Holdings LLC (which was renamed Alvarium Tiedemann Holdings, LLC) became the wholly owned direct subsidiary of Umbrella.

Amended and Restated Business Combination Agreement

Pursuant to the A&R Business Combination Agreement, among other things, (i) prior to the closing of the A&R Business Combination Agreement, TWMH and the TIG Entities will take, or cause to be taken, all actions necessary to implement a reorganization such that TWMH and the TIG Entities shall be wholly owned direct or indirect subsidiaries of Umbrella and Umbrella shall be owned solely by the members of TWMH, the members of TIG GP and the members of TIG MGMT; (ii) prior to the Closing, Alvarium will take, or cause to be taken, all actions necessary to implement a reorganization such that Alvarium will be the wholly owned indirect subsidiary of a newly formed Isle of Man entity (“Alvarium Topco”), and Alvarium Topco will be owned solely by the shareholders of Alvarium; (iii) on the business day prior to the Closing Date, we will domesticate as a corporation formed under the laws of the State of Delaware and deregister as an exempted company incorporated under the laws of the Cayman Islands, pursuant to which each Class A ordinary share outstanding shall be converted into the right to receive one share of Class A Common Stock and we will be renamed “Alvarium Tiedemann Holdings, Inc.”; (iv) at the Closing, TIG MGMT, TIG GP and Umbrella will enter into a Distribution Agreement, pursuant to which (a) TIG MGMT will distribute to Umbrella all of the issued and outstanding

shares or partnership interests, as applicable, that it holds through its strategic investments in External Strategic Managers (as defined in the A&R Business Combination Agreement), and (b) TIG GP will distribute to Umbrella all of the issued and outstanding shares or interests that it holds through its strategic investment in an External Strategic Manager; (v) at the Closing, (a) each Alvarium Shareholder (other than the Alvarium Class C Shareholder (as defined in the A&R Business Combination Agreement) will exchange his, her or its (1) ordinary shares of Alvarium Topco and (2) Class A Shares of Alvarium Topco and (b) the Alvarium Class C Shareholder will exchange his, her or its Alvarium Class C Share, and upon the consummation of the Alvarium Exchange (as defined in the A&R Business Combination Agreement) and the Alvarium Class C Shareholder Exchange (as defined in the A&R Business Combination Agreement), Alvarium Topco will become our direct wholly-owned subsidiary; (vi) at the Closing, we will contribute shares of Class B Common Stock and cash to a newly formed wholly owned Delaware corporation; (vii) at the Closing, immediately following the effective time of the Alvarium Exchange, Umbrella Merger Sub will merge with and into Umbrella, with Umbrella surviving such merger as our direct subsidiary; (viii) at the Closing, following the Alvarium Exchange and the Umbrella Merger, we and Umbrella will enter into the Alvarium Contribution Agreement, pursuant to which (a) we will contribute all of the issued and outstanding shares of Alvarium Topco that we hold to Umbrella, (b) upon the consummation of the Alvarium Contribution (as defined in the A&R Business Combination Agreement), Alvarium Topco will become a wholly-owned subsidiary of Umbrella, and (c) following the Closing, Alvarium Topco will be liquidated, whereupon Alvarium Holdings LLC (to be renamed Alvarium Tiedemann Holdings, LLC) will become the wholly owned direct subsidiary of Umbrella (collectively, the “Proposed Business Combination”).

The consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions, representations and warranties, covenants and closing conditions in the Business Combination Agreement, including, but not limited to, approval by our shareholders of the Business Combination Agreement, the effectiveness of a registration statement on Form S-4 (File No. 333-262644), which was initially filed with the SEC on February 11, 2022, in connection with the Proposed Business Combination, and other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close materially before our mandatory liquidation date. The Company filed amendments to the Form S-4 with the SEC on May 13, 2022, June 27, 2022, July 25, 2022 and August 8, 2022. On October 17, 2022, the SEC declared effective the Form S-4 and the Company commenced mailing the definitive proxy statement/prospectus relating to the Company’s extraordinary general meeting to be held on November 17, 2022 in connection with the Business Combination.

Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, we entered into subscription agreements (the “PIPE Subscription Agreements”) with certain investors (each a “PIPE Investor”) to purchase, following the Domestication, Class A Common Stock (such shares, collectively, “PIPE Shares”) in an aggregate value of $164,999,807, representing 16,936,715 PIPE Shares at a price of $9.80 per share.

The closing of the sale of PIPE Shares (the “PIPE Closing”) will occur immediately prior to the Closing. The PIPE Closing will be subject to customary conditions, including, but not limited to:

all representations and warranties of us and the PIPE Investor contained in the relevant PIPE Subscription Agreement will be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined in the PIPE Subscription Agreements), which representations and warranties will be true in all respects) at, and as of, the PIPE Closing;

ii.

all conditions precedent to the Closing will have been satisfied or waived; and

iii.

without the consent of the PIPE Investor, the Business Combination Agreement cannot be amended, modified or waived in a manner that reasonably would be expected to materially and adversely affect the economic benefits the PIPE Investor reasonably would expect to receive under the PIPE Subscription Agreement.

Pursuant to the PIPE Subscription Agreements, we agreed that, within 45 calendar days after the consummation of the Proposed Business Combination, we will file with the SEC a registration statement registering the resale of the PIPE Shares, and we will use our commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof; provided, however, that our obligations to include the shares held by a PIPE Investor in such registration statement will be contingent upon the respective PIPE Investor furnishing in writing to us such information regarding the PIPE Investor, the securities held by such PIPE Investor and the intended method of disposition of the shares, as will be reasonably requested by us to effect the registration of such shares, and will execute such documents in connection with such registration, as us may reasonably request that are customary of a selling shareholder in similar situations.

Each PIPE Subscription Agreement will terminate upon the earlier to occur of (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties to the PIPE Subscription Agreement; or (iii) if any of the conditions to PIPE Closing set forth in Sections 3.2 and 3.3 of such PIPE Subscription Agreement are not satisfied on or prior to the Closing Date and, as a result thereof, the transactions contemplated by such PIPE Subscription Agreement are not consummated at the PIPE Closing.

On October 25, 2022, we amended each of the PIPE Subscription Agreements, solely to redefine “Subscribed Shares” in the PIPE Subscription Agreements to refer to the sum of the Base Share Number (as defined therein) plus a number of Shares (as defined in the Sponsor Support Agreement dated September 19, 2021 (the “Original Sponsor Support Agreement”)) forfeited pursuant to Section 3 of the Original Sponsor Support Agreement, multiplied by (b) a fraction (i) the numerator of which is the Base Share Number and (ii) the denominator of which is the sum of the number of the Non-Redeemed SPAC Class A Common Shares and the number of Private Placement Shares (each as defined therein).

Registration Statement on Form S-4

The Company filed a registration statement on Form S-4 (File No. 333-262644) (the “Form S-4”) with the SEC on February 11, 2022, in connection with the Business Combination Agreement. The consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions, representations and warranties, covenants and closing conditions in the Business Combination Agreement, including, but not limited to, approval by the Company’s shareholders of the Business Combination Agreement, the effectiveness of the Form S-4, and other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close materially before the Company’s mandatory liquidation date. The Company filed amendments to the Form S-4with the SEC on May 13, 2022, June 27, 2022, July 25, 2022 and August 8, 2022. On October 17, 2022, the SEC declared effective the Form S-4 and the Company commenced mailing the definitive proxy statement/prospectus relating to the Company’s extraordinary general meeting to be held on November 17, 2022 in connection with the Business Combination.

On November 17, 2022, Cartesian Growth Corporation (the “Company”) held an extraordinary general meeting of shareholders (the “Special Meeting”) in connection with the Business Combination Agreement, relating to a proposed business combination between inter alios, the Company, Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company (“TWMH”), TIG Trinity GP, LLC, a Delaware limited liability company (“TIG GP”), TIG Trinity Management, LLC, a Delaware limited liability company (“TIG MGMT” and, together with TIG GP, the “TIG Entities”), Alvarium Investments Limited, an English private limited company (“Alvarium” and, together with TWMH and the TIG Entities, the “Companies”), Rook MS LLC, a Delaware limited liability company (“Umbrella Merger Sub”), and Alvarium Tiedemann Capital, LLC, a Delaware limited liability company (“Umbrella”), as described in the proxy statement filed by the Company with the SEC on October 17, 2022 (the “Proxy Statement”). Present at the Special Meeting were holders of 33,707,929 of the Company’s Ordinary Shares (the “Ordinary Shares”) in person or by proxy, representing 78.163% of the voting power of the Ordinary Shares as of August 31, 2022, the record date for the Special Meeting (the “Record Date”), and constituting a quorum for the transaction of business. As of the Record Date, there were 43,125,000 Ordinary Shares issued and outstanding.

At the Special Meeting, the Company’s shareholders approved the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Election of Directors Proposal, in each case as defined and described in greater detail in the Proxy Statement. The Advisory Charter Proposals, as defined and described in greater detail in the Proxy Statement, contained seven non-binding advisory proposals. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s shareholders as the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Election of Directors Proposal each received a sufficient number of votes for approval.

PIPE Investment

As previously announced, on September 19, 2021, concurrently with the execution of the Business Combination Agreement, Cartesian entered into subscription agreements, as amended on October 25, 2022 (each, as amended, supplemented, or otherwise modified from time to time, a “Subscription Agreement”) with certain investors (collectively, the “PIPE Investors”) pursuant to which, on the terms and subject to the conditions therein, the PIPE Investors collectively subscribed for

16,936,715

shares of Class A Common Stock (the “PIPE Shares”) at a purchase price of $

9.80

per share, for an aggregate purchase price equal to $

164,999,807

(the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the

closing of the Business Combination. Upon the closing

of the PIPE Investment, Cartesian simultaneously (i) canceled a number of SPAC Class A Ordinary Shares held by Sponsor equal to the number of Sponsor Redemption Shares and (ii) issued to the PIPE Investors an amount of shares equal to the number of PIPE Shares, divided by the sum of the number of the Non-Redeemed SPAC Class A Common Shares and the number of PIPE Shares, on a pro-rata basis based on the number of PIPE Shares held by such PIPE Investors (the “PIPE Bonus Shares”) (see Note 10).

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 COVID-19 pandemic could have a negative effect on the Company’s financial position, results of operations and/or its ability to consummate an initial Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The military conflict commenced in February 2022 by the Russian Federation in Ukraine has created and is expected to create further global economic consequences, including but not limited to the possibility of extreme volatility and disruptions in the financial markets, diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. Such global consequences may materially and adversely affect the Company’s ability to consummate an initial Business Combination, or the operations of a target business with which the Company ultimately consummates an initial Business Combination. In addition, the Company’s ability to consummate an initial Business Combination may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the global economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate an initial Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), which, among other things, imposes a 1% excise tax on any domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because the combined company will be a Delaware

corporation and the Company’s securities are expected to trade on Nasdaq following the Business Combination, the Company will be a “covered corporation” within the meaning of the Inflation Reduction Act following the Business Combination. While not free from doubt, absent any further guidance from Congress, the Excise Tax may apply to any redemptions of its Class A ordinary shares after December 31, 2022, including redemptions in connection with the Business Combination, unless an exemption is available.

Issuances of securities in connection with the Business Combination are expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but the number of securities redeemed may exceed the number of securities issued. Consequently, the Excise Tax may make a transaction with the Company less appealing to potential business combination targets. Further, the application of the Excise Tax in the event of a liquidation is uncertain.

Liquidity

As of December 31, 2022, the Company had $85,540 in its operating bank account and working capital deficit of $7,919,107.

On January 3, 2023, the Company consummated its Business Combination therefore substantial doubt about the Company’s ability to continue as a going concern was alleviated.

Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

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 stockholder 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 financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $85,540 and $551,258 as of December 31, 2022 and 2021, respectively. The Company did not have any cash equivalents as of December 31, 2022 and 2021.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage. The Company has not experienced losses on this account.

Cash and Marketable Securities Held in Trust Account

Through December 29, 2022 and at December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. At December 31, 2022, substantially all of the assets held in the Trust account were transferred and held in the cash in preparation for the Business Combination closing date.

Convertible Debt

The Company accounts for promissory note that feature conversion options in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging” (“ASC 815”). ASC 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. These criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

Warrant Liabilities

The Company evaluates the Warrants (which are discussed in Note 3, Note 4 and Note 9), in accordance with FASB ASC Topic 815-40, “Derivatives and Hedging, Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that a provision in its warrant agreement related to certain tender or exchange offers precludes the

Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (the date of the IPO) and at each reporting date in accordance with FASB ASC Topic 820, “Fair Value Measurement,” with changes in fair value recognized in the statements of operations in the period of

change

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the FASBASC 340-10-S99-1. Offering costs consisted of legal fees, accounting fees, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares were charged to temporary equity upon the completion of the IPO.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and 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. All of the 34,500,000 Class A ordinary shares contain a redemption feature which allows for the redemption of such Class A ordinary shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2022 and 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

As of December 31, 2022 and 2021, the Class A ordinary shares subject to redemption reflected on the balance sheets are reconciled in the following table:


Gross Proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(15,007,500	)
Class A ordinary shares issuance costs		(18,671,929	)
Plus:
Remeasurement of carrying value to redemption value		33,679,429
Interest earned on Trust Account		31,308

Class A ordinary shares subject to possible redemption at December 31, 2021	$	345,031,308
Interest earned on Trust Account		4,952,531

Class A ordinary shares subject to possible redemption at December 31, 2022	$	349,983,839

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Fair Value of Financial Instruments

The Company follows the guidance in FASB ASC Topic 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of certain 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 –Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 –Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 –Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

See Note 9 for additional information on assets and liabilities measured at fair value.

Net Income (Loss) per Share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the 20,400,000 Class A ordinary shares underlying the 11,500,000 Warrants and the 8,900,000 Private Warrants, in the calculation of diluted net (loss) income per share, since the exercise of the Warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the period presented.

The Company’s statements of operations apply the two-class method in calculating net (loss) income per share. Basic and diluted net (loss) income per Class A ordinary share and Class B ordinary share is calculated by dividing net (loss) income attributable to the Company by the weighted average number of Class A ordinary shares and Class B ordinary shares outstanding, allocated proportionally to each class of shares.

Reconciliation of Net (Loss) Income per Share

The Company’s net (loss) income is adjusted for the portion of net (loss) income that is allocable to each class of shares. The allocable net (loss) income is calculated by multiplying net (loss) income by the ratio of weighted average number of shares outstanding attributable to Class A ordinary shares and Class B ordinary shares to the total weighted average number of shares outstanding for the period. Remeasurement of the carrying value of Class A ordinary shares to redemption value is excluded from net (loss) income per ordinary share because the redemption value approximates fair value.

Accordingly, basic and diluted (loss) income per ordinary share is calculated as follows:


	For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
Class A Ordinary Shares
Numerator: Net income (loss) allocable to Class A ordinary shares
Net income (loss)	$	8,779,014		$	(1,035,380	)
Less: Allocation of net income (loss) to Class B ordinary shares		(1,755,803	)		(232,904	)

Proportionate share of net income (loss)	$	7,023,211		$	(802,476	)


Denominator: Weighted Average Class A ordinary shares
Basic and diluted weighted average shares outstanding		34,500,000			29,112,329

Basic and diluted net income (loss) per share	$	0.20		$	(0.03	)

Class B Ordinary Shares
Numerator: Net income (loss) allocable to Class B ordinary shares
Net income (loss)	$	8,779,014		$	(1,035,380	)
Less: Allocation of net income (loss) to Class A ordinary shares		(7,023,211	)		(802,476	)

Proportionate share of net income (loss)	$	1, 755,803		$	(232,904	)
Denominator: Weighted Average Class B ordinary shares
Basic and diluted weighted average shares outstanding		8,625,000			8,449,315

Basic and diluted net income (loss) per share	$	0.20		$	(0.03	)

Recent Accounting Pronouncements

The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements

Initial Public Offering

12 Months Ended

Dec. 31, 2022

Initial Public Offering [Abstract]

Initial Public Offering

NOTE 3. INITIAL PUBLIC OFFERING

Public Units

On February 26, 2021, upon the consummation of the IPO, the Company sold

34,500,000

Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional

4,500,000

Units, at a purchase price of $

10.00

per Unit. Each Unit consists of one Class A ordinary share,

and one-third of

one redeemable Warrant to purchase one Class A ordinary share.

Public Warrants

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 as discussed herein. The Public Warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

In addition, if (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement or register or qualify the shares under applicable blue sky laws to the extent an exemption is available.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to the Private 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 (the “30-day redemption period”) to each Warrant holder;

•

if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations. and recapitalizations), for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the Warrant holders; and

•

if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the Warrants.

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2022
Private Placement [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,900,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $8,900,000, in a private placement. A portion of the proceeds from the sale of the Private Warrants was added to the proceeds from the IPO held in the Trust Account. The Private Warrants are identical to the Public Warrants, except that the Private Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to certain registration rights. If the Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The initial shareholders, officers, directors and independent directors have agreed to waive their redemption rights with respect to any Class A ordinary shares they may acquire during or after the IPO, in connection with the completion of the initial Business Combination. If the Company does not complete the initial Business Combination within the applicable time period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Class A ordinary shares.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 31, 2020, the Company issued an aggregate of 7,187,500 founder shares to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.003 per share, in cash. In February 2021, the Sponsor transferred an aggregate of 75,000 founder shares to its independent directors. On February 23, 2021, the Company effectuated a recapitalization, and as a result, the initial shareholders held 8,625,000 founder shares, including up to 1,125,000 founder shares which were subject to forfeiture by the Sponsor, if the over-allotment option was not exercised by the underwriters in full. As a result of the underwriters’ full exercise of their over-allotment option on February 26, 2021, none of the Class B ordinary shares are subject to forfeiture any longer. The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any30-tradingday period commencing at least 150 days after the initial Business Combination, or (ii) the Company consummates a subsequent liquidation, merger, capital stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note On December 31, 2020, the Sponsor issued to the Company an unsecured promissory note to borrow up to $250,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and were due at the earlier of September 30, 2021 or the closing of the IPO. As of February 26, 2021, the Company had borrowings of $144,890 under the promissory note, and on February 26, 2021, repaid the $144,890 from the proceeds of the IPO. Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with an initial Business Combination, the Sponsor, the Company’s officers, directors or their affiliates may, but are not obligated to, loan the Company funds from time to time as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Warrants. On May 25, 2022, the Company issued an unsecured promissory note (the “Working Capital Note”) in the principal amount of $500,000 to the Sponsor, which was funded in its entirety by the Sponsor upon execution of the Working Capital Note. The Working Capital Note does not bear interest and the principal balance will be payable on the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective (such earlier date, the “Maturity Date”). In the event the Company consummates its initial Business Combination, the Sponsor has the option, on the Maturity Date, to convert all or any portion of the principal outstanding under the Working Capital Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Working Capital Note being converted, divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Warrants, including the transfer restrictions applicable thereto. The Working Capital Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. The issuance of the Working Capital Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. As of December 31, 2022 and 2021, the Company had $ 490,814 and $ 0 borrowings under the Working Capital Note, net of debt discount of $ 32,145 and $ 0 , respectively. On January 3, 2023, the outstanding working capital Note was paid in full (see Note 10). Administrative Services Agreement The Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial support and administrative services. The Company began incurring these fees on February 23, 2021 and will continue to incur these fees monthly until the earlier of the completion of an initial Business Combination and the Company’s liquidation. For the year ended December 31, 2022 and 2021, the Company has paid $120,000 and $100,000 in such fees, respectively.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Underwriting Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 4,500,000 additional Units at the public offering price less the underwriting commissions. On February 26, 2021, the underwriter fully exercised its over-allotment option. Upon consummation of the IPO on February 26, 2021, the underwriters were paid a cash underwriting fee of 2.0% of the gross proceeds of the IPO, or $6,900,000 in the aggregate. The underwriters of the IPO are entitled to a deferred underwriting commission of 3.5% of the gross proceeds of the IPO, or $12,075,000 in the aggregate. Subject to the terms of the underwriting agreement, the deferred underwriting commission will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, and the deferred underwriting commission will be waived by the underwriters in the event that the Company does a Business Combination. On November 14, 2022, the Company and underwriter executed a deferred underwriting commission modification letter confirming the underwriter’s forfeiture collectively of $4,275,000 of the $12,075,000 of deferred underwriting commission that would otherwise be payable to it at the closing of Business Combination. As a result, the Company recognized $195,857 of other income and $4,079,413 was recorded to additional paid-in capital in relation to the forfeiture of a portion of underwriting fee commission in the accompanying financial statements. As of December 31, 2022 and 2021, the outstanding deferred underwriting fee payable were $7,800,000 and $12,075,000, respectively. On January 3, 2023, the outstanding deferred underwriting fee totaling to $7,800,000 was paid in full (see Note 10). Registration Rights On February 23, 2021, the Company entered into a registration rights agreement with respect to the Founder Shares, the Private Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Warrants and warrants that may be issued upon conversion of Working Capital Loans), which requires the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). Pursuant to such registration rights agreement, the holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Financial Advisor Engagements and Resignations On September 19, 2021, the Company engaged BofA Securities, Inc. (“BofA”) as its financial (M&A) advisor in connection with the Business Combination. Pursuant to this engagement, the Company agreed to pay to BofA an advisory fee of $3,000,000, contingent and payable upon the closing of a Business Combination. On May 13, 2022, BofA resigned from its role as financial (M&A) advisor to the Company and waived any fees to which it was entitled pursuant to its engagement, and BofA and the Company mutually terminated the engagement letter entered into in connection therewith. On September 19, 2021, the Company engaged BofA as its capital markets advisor in connection with the Business Combination. Pursuant to this engagement, the Company will pay no additional compensation to BofA. On May 13, 2022, BofA resigned from its role as capital markets advisor to the Company for which it was not entitled to any fee, and BofA and the Company mutually terminated the engagement letter entered into in connection therewith.

Class A Ordinary Shares Subject to Possible Redemption	12 Months Ended
Class A Ordinary Shares Subject to Possible Redemption	Dec. 31, 2022
Temporary Equity Disclosure [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	NOTE 7. CLASS A ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION Class A Ordinary Shares — The Company is authorized to issue up to 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. At each of December 31, 2022 and 2021 there were 34,500,000 issued and outstanding. Of the 34,500,000 issued and outstanding Class A ordinary shares, 34,500,000 shares are subject to possible redemption at December 31, 2022 and 2021 and, therefore, classified outside of permanent equity. At December 31, 2022 and 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

Shareholders' Deficit	12 Months Ended
Shareholders' Deficit	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	NOTE 8. SHAREHOLDERS’ DEFICIT Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no preference shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were 8,625,000 Class B ordinary shares issued and outstanding. On February 23, 2021, the Company effectuated a recapitalization resulting in the initial shareholders holding 8,625,000 Class B ordinary shares, including up to 1,125,000 founder shares which were subject to forfeiture by the Sponsor, if the over-allotment option was not exercised by the underwriters in full. As a result of the underwriters’ full exercise of their over-allotment option on February 26, 2021, none of the Class B ordinary shares are subject to forfeiture any longer. Prior to an initial Business Combination, only holders of Class B ordinary shares will be entitled to vote on the appointment of directors and may remove a member of the Company’s board of directors for any reason prior to the consummation of an initial 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 the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands, as amended from time to time, or applicable share exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20%ofthe sum of (i) the total number of the Company’s ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller of a target business in the initial Business Combination and any warrants issued upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
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-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 14
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 18
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-Subparagraph (g)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 16
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9. FAIR VALUE MEASUREMENTS

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


	December 31, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash held in Trust Account	$	349,983,839	$	349,983,839	$	—	$	—

Liabilities:
Public Warrants Liability	$	5,882,250	$	5,882,250	$	—	$	—
Private Warrants Liability		4,648,890		—		—		4,648,890

	$	10,531,140	$	5,882,250	$	—	$	4,648,890


	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Money Market held in Trust Account	$	345,031,308	$	345,031,308	$	—	$	—

Liabilities:
Public Warrants Liability	$	12,765,000	$	12,765,000	$	—	$	—
Private Warrants Liability		10,328,609		—		—		10,328,609

	$	23,093,609	$	12,765,000	$	—	$	10,328,609

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.

The Company established the initial fair value of the Public Warrants and Private Warrants on February 26, 2021, the date of the Company’s IPO, using a Monte Carlo simulation model. As of December 31, 2022 and 2021, the fair value for the Private Warrants was estimated using a Monte Carlo simulation model, and the fair value of the Public Warrants by reference to the quoted market price. The Public Warrants and Private Warrants were classified as Level 3 at the initial measurement date, and the Private Warrants were classified as Level 3 as of December 31, 2022 and 2021 due to the use of unobservable inputs. For the period ended December 31, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification due to the use of the observed trading price of the separated Public Warrants. For the year ended December 31, 2022, there were no transfers between Levels 1, 2 or 3.

The following table presents the changes Level 3 liabilities for the year ended December 31, 2022:



Fair Value at January 1, 2022	$	10,328,609
Change in fair value		(5,679,719	)

Fair Value at December 31, 2022	$	4,648,890

The following table presents the changes Level 3 liabilities for the year ended December 31, 2021:


Fair Value at January 1, 2021	$	—
Initial fair value of Public Warrants and Private Warrants		27,004,700
Transfer of Public Warrants to Level 1		(15,007,500	)
Change in fair value		(1,668,591	)

Fair Value at December 31, 2021	$	10,328,609

The key inputs into the Monte Carlo simulation model as of December 31, 2022 and 2021 were as follows:


	December 31, 2022			December 31, 2021
Risk-free interest rate		4.70	%		1.30	%
Expected term remaining (years)		0.46			5.49
Expected volatility		22.5	%		17.5	%
Trading stock price	$	10.91		$	9.88

The Company utilizes a Monte Carlo simulation model to estimate the fair value of the conversion feature of the Working Capital Note, which is required to be recorded at its initial fair value on the date of issuance and each balance sheet date thereafter. Changes in the estimated fair value of the conversion feature of the Working Capital Note are recognized as non-cash gains or losses in the statements of operations.

The key assumptions in the Monte Carlo simulation model relate to the expected trading share-price volatility of the Class A ordinary shares, risk-free interest rate, strike price – warrants and debt conversion, expected term of the warrants and the probability of consummation of a Business Combination. The expected trading share-price volatility of the Class A ordinary shares is based on the average trading share price volatility of shares of special purpose acquisition companies (SPACs) that are searching for a target to consummate a business combination. The risk-free interest rate is based on interpolation of U.S. Treasury yields with a term commensurate with the term of the warrants. The Company anticipates the dividend yield to be zero. The expected term of the warrants is assumed to be the timing and likelihood of consummating a Business Combination.

The estimated fair value of the conversion feature of the Working Capital Note as of issuance and for the period ended

May 25, 2022 and

December

31, 2022 are $

41,331

and $

82,107

, respectively.

The following are the primary assumptions used for the valuation of the conversion feature of the Working Capital Note:


	May 25, 2022			December 31, 2022
Warrant Valuation Terms
Risk-free interest rate		2.72	%		4.70	%
Expected term remaining (years)		5.32			0.46
Expected volatility		10.9	%		22.5	%
Trading share price	$	9.77		$	10.91


	May 25, 2022			December 31, 2022
Compound Option Terms
Strike price – debt conversion	$	1.00		$	1.00
Strike price – warrants	$	11.50		$	11.50
Term – debt conversion		0.32			0.01
Term – warrant conversion		5.32			5.01
Probability of consummation of a Business Combination		90	%		99	%
Probability of consummation of a Business Combination – Target Date 11/30/2022 and 1/4/2023		90	%		99	%
Probability of consummation of a Business Combination – Target Date 2/28/2023 and 1/31/2023		10	%		1	%

The following table presents the changes in the fair value of the Level 3 conversion option:



Fair value at May 25, 2022 (date of issuance)	$	41,331
Change in fair value		40,776

Fair value at December 31, 2022	$	82,107

There were no transfers in or out of Level 3 f

rom

other levels in the fair value hierarchy during the period ended December 31, 2022 for the conversion feature of the Working Capital

Note

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

The Business Combination

c.”

Prior to the Closing Date, the following transactions occurred pursuant to the terms of the Business Combination Agreement:

•

On the Closing Date, the following transactions occurred pursuant to the terms of the Business Combination Agreement:

•

On January 3, 2023, following the Closing, Alvarium Holdings LLC (which was renamed Alvarium Tiedemann Holdings, LLC) became the wholly owned direct subsidiary of Umbrella.

PIPE Investment

Investors collectively subscribed for

16,936,715

shares of Class A Common Stock (the “PIPE Shares”) at a purchase price of $

9.80

per share, for an aggregate purchase price equal to $

164,999,807

(the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the closing of the Business Combination. Upon the Closing of the PIPE Investment, Cartesian simultaneously (i) canceled a number of SPAC Class A Ordinary Shares held by Sponsor equal to the number of Sponsor Redemption Shares and (ii) issued to the PIPE Investors an amount of shares equal to the number of PIPE Shares, divided by the sum of the number of the Non-Redeemed SPAC Class A Common Shares and the number of PIPE Shares, on a pro-rata basis based on the number of PIPE Shares held by such PIPE Investors (the “PIPE Bonus Shares”).

Working Capital Loans

On January 3, 2023, the outstanding working capital Note was paid in full.

Underwriting Agreement

On January 3, 2023, the outstanding deferred underwriting fee totaling to $7,800,000 was paid in full.

Summary Of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company Status

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk

Cash and Marketable Securities Held in Trust Account

Convertible Debt

Warrant Liabilities

change

Offering Costs Associated with the Initial Public Offering

Class A Ordinary Shares Subject to Possible Redemption

As of December 31, 2022 and 2021, the Class A ordinary shares subject to redemption reflected on the balance sheets are reconciled in the following table:


Gross Proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(15,007,500	)
Class A ordinary shares issuance costs		(18,671,929	)
Plus:
Remeasurement of carrying value to redemption value		33,679,429
Interest earned on Trust Account		31,308

Class A ordinary shares subject to possible redemption at December 31, 2021	$	345,031,308
Interest earned on Trust Account		4,952,531

Class A ordinary shares subject to possible redemption at December 31, 2022	$	349,983,839

Income Taxes

Reconciliation of Net (Loss) Income per Share

Accordingly, basic and diluted (loss) income per ordinary share is calculated as follows:


	For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
Class A Ordinary Shares
Numerator: Net income (loss) allocable to Class A ordinary shares
Net income (loss)	$	8,779,014		$	(1,035,380	)
Less: Allocation of net income (loss) to Class B ordinary shares		(1,755,803	)		(232,904	)

Proportionate share of net income (loss)	$	7,023,211		$	(802,476	)


Denominator: Weighted Average Class A ordinary shares
Basic and diluted weighted average shares outstanding		34,500,000			29,112,329

Basic and diluted net income (loss) per share	$	0.20		$	(0.03	)

Class B Ordinary Shares
Numerator: Net income (loss) allocable to Class B ordinary shares
Net income (loss)	$	8,779,014		$	(1,035,380	)
Less: Allocation of net income (loss) to Class A ordinary shares		(7,023,211	)		(802,476	)

Proportionate share of net income (loss)	$	1, 755,803		$	(232,904	)
Denominator: Weighted Average Class B ordinary shares
Basic and diluted weighted average shares outstanding		8,625,000			8,449,315

Basic and diluted net income (loss) per share	$	0.20		$	(0.03	)

Fair Value of Financial Instruments

Level 3 –Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

See Note 9 for additional information on assets and liabilities measured at fair value.

Net (Loss) Income Per Share

Net Income (Loss) per Share

Recent Accounting Pronouncements

Summary Of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary Of Ordinary Shares Subject To Redemption

As of December 31, 2022 and 2021, the Class A ordinary shares subject to redemption reflected on the balance sheets are reconciled in the following table:


Gross Proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(15,007,500	)
Class A ordinary shares issuance costs		(18,671,929	)
Plus:
Remeasurement of carrying value to redemption value		33,679,429
Interest earned on Trust Account		31,308

Class A ordinary shares subject to possible redemption at December 31, 2021	$	345,031,308
Interest earned on Trust Account		4,952,531

Class A ordinary shares subject to possible redemption at December 31, 2022	$	349,983,839

Schedule of basic and diluted loss per ordinary share

Accordingly, basic and diluted (loss) income per ordinary share is calculated as follows:


	For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
Class A Ordinary Shares
Numerator: Net income (loss) allocable to Class A ordinary shares
Net income (loss)	$	8,779,014		$	(1,035,380	)
Less: Allocation of net income (loss) to Class B ordinary shares		(1,755,803	)		(232,904	)

Proportionate share of net income (loss)	$	7,023,211		$	(802,476	)


Denominator: Weighted Average Class A ordinary shares
Basic and diluted weighted average shares outstanding		34,500,000			29,112,329

Basic and diluted net income (loss) per share	$	0.20		$	(0.03	)

Class B Ordinary Shares
Numerator: Net income (loss) allocable to Class B ordinary shares
Net income (loss)	$	8,779,014		$	(1,035,380	)
Less: Allocation of net income (loss) to Class A ordinary shares		(7,023,211	)		(802,476	)

Proportionate share of net income (loss)	$	1, 755,803		$	(232,904	)
Denominator: Weighted Average Class B ordinary shares
Basic and diluted weighted average shares outstanding		8,625,000			8,449,315

Basic and diluted net income (loss) per share	$	0.20		$	(0.03	)

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of the Company's assets and liabilities that are measured at fair value on a recurring basis


	December 31, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash held in Trust Account	$	349,983,839	$	349,983,839	$	—	$	—

Liabilities:
Public Warrants Liability	$	5,882,250	$	5,882,250	$	—	$	—
Private Warrants Liability		4,648,890		—		—		4,648,890

	$	10,531,140	$	5,882,250	$	—	$	4,648,890


	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Money Market held in Trust Account	$	345,031,308	$	345,031,308	$	—	$	—

Liabilities:
Public Warrants Liability	$	12,765,000	$	12,765,000	$	—	$	—
Private Warrants Liability		10,328,609		—		—		10,328,609

	$	23,093,609	$	12,765,000	$	—	$	10,328,609

Schedule of changes Level 3 liabilities

The following table presents the changes Level 3 liabilities for the year ended December 31, 2022:



Fair Value at January 1, 2022	$	10,328,609
Change in fair value		(5,679,719	)

Fair Value at December 31, 2022	$	4,648,890

The following table presents the changes Level 3 liabilities for the year ended December 31, 2021:


Fair Value at January 1, 2021	$	—
Initial fair value of Public Warrants and Private Warrants		27,004,700
Transfer of Public Warrants to Level 1		(15,007,500	)
Change in fair value		(1,668,591	)

Fair Value at December 31, 2021	$	10,328,609

Schedule of key inputs into the Monte Carlo simulation

The key inputs into the Monte Carlo simulation model as of December 31, 2022 and 2021 were as follows:


	December 31, 2022			December 31, 2021
Risk-free interest rate		4.70	%		1.30	%
Expected term remaining (years)		0.46			5.49
Expected volatility		22.5	%		17.5	%
Trading stock price	$	10.91		$	9.88

Schedule of primary assumptions used for the valuation of the conversion feature of the Working Capital Note

The following are the primary assumptions used for the valuation of the conversion feature of the Working Capital Note:


	May 25, 2022			December 31, 2022
Warrant Valuation Terms
Risk-free interest rate		2.72	%		4.70	%
Expected term remaining (years)		5.32			0.46
Expected volatility		10.9	%		22.5	%
Trading share price	$	9.77		$	10.91


	May 25, 2022			December 31, 2022
Compound Option Terms
Strike price – debt conversion	$	1.00		$	1.00
Strike price – warrants	$	11.50		$	11.50
Term – debt conversion		0.32			0.01
Term – warrant conversion		5.32			5.01
Probability of consummation of a Business Combination		90	%		99	%
Probability of consummation of a Business Combination – Target Date 11/30/2022 and 1/4/2023		90	%		99	%
Probability of consummation of a Business Combination – Target Date 2/28/2023 and 1/31/2023		10	%		1	%

Schedule of changes in the fair value of the Level 3 conversion option

The following table presents the changes in the fair value of the Level 3 conversion option:



Fair value at May 25, 2022 (date of issuance)	$	41,331
Change in fair value		40,776

Fair value at December 31, 2022	$	82,107

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Description Of Organization And Business Operations (Details) - USD ($)			1 Months Ended		12 Months Ended
	Nov. 17, 2022	Nov. 14, 2022	Feb. 26, 2021	Feb. 23, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 30, 2022	Oct. 25, 2022	Aug. 16, 2022	Aug. 08, 2022
Organization and Business Operations (Details) [Line Items]
Gross proceeds						$ 345,000,000
Deferred underwriting commission		$ 4,275,000
Public shares redeem percentage			100.00%		100.00%
Public share price per share (in Dollars per share)					$ 10
Interest expenses					$ 100,000
Public per share (in Dollars per share)					$ 10
Working capital deficit					$ 7,919,107
Operating bank account					$ 85,540
Common stock par value (in Dollars per share)							$ 0.0001
Common Stock, Shares, Issued	43,125,000
Common Stock, Shares, Outstanding	43,125,000
Inflation Reduction Act Two Thousand And Twenty Two [Member]
Organization and Business Operations (Details) [Line Items]
Percentage Of Excise Tax On Repurchases Of Stock									1.00%
Earnout Shares Payable To Twmh [Member]
Organization and Business Operations (Details) [Line Items]
Business combination contingent consideration payable in shares								1,050,000
Business Combination Agreement [Member]
Organization and Business Operations (Details) [Line Items]
Business combination earnout shares consideration										2,100,000
A And R Business Combination Agreement [Member]
Organization and Business Operations (Details) [Line Items]
Percentage of shares subject to restriction in transfer								100.00%
Percentage of shares subject to restriction in transfer one								50.00%
A And R Business Combination Agreement [Member] \| Earnout Shares Payable To Tig Entities [Member]
Organization and Business Operations (Details) [Line Items]
Business combination contingent consideration payable in shares								1,050,000
A And R Business Combination Agreement [Member] \| Alvarium [Member]
Organization and Business Operations (Details) [Line Items]
Fees payable in case of termination of agreement								$ 5,500,000
A And R Business Combination Agreement [Member] \| TWMH And TIG [Member]
Organization and Business Operations (Details) [Line Items]
Fees payable in case of termination of agreement								$ 11,000,000
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Initial public offering units (in Shares)				34,500,000	8,900,000
Price per share (in Dollars per share)				$ 10	$ 1
Gross proceeds				$ 345,000,000
Gross proceeds					$ 8,900,000
Transaction costs					19,540,060
Underwriting commission					6,900,000
Deferred underwriting commission					12,075,000
Other offering cost					$ 565,060
Net offering proceeds			$ 345,000,000
Price per warrant (in Dollars per share)			$ 10
Class A Ordinary Shares
Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)				$ 11.5
Common stock par value (in Dollars per share)					$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued					0	0
Common Stock, Shares, Outstanding					0	0
Class A Ordinary Shares \| A And R Business Combination Agreement [Member] \| Spac Class A Common Stock [Member] \| Post Business Combination Equity Incentive Plan [Member]
Organization and Business Operations (Details) [Line Items]
Common stock shares reserved for future issuance								11,788,132
Class A Ordinary Shares \| A And R Business Combination Agreement [Member] \| Spac Class A Common Stock [Member] \| Post Business Combination Employee Stock Purchase Plan [Member]
Organization and Business Operations (Details) [Line Items]
Common stock shares reserved for future issuance								1,813,559
Class A Ordinary Shares \| PIPE Subscription Agreements [Member] \| PIPE Investor [Member]
Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)								$ 9.8
Common Stock, Value, Subscriptions								$ 164,999,807
Common Stock, Shares Subscribed but Unissued								16,936,715
Common Class B [Member]
Organization and Business Operations (Details) [Line Items]
Common stock par value (in Dollars per share)					$ 0.0001	$ 0.0001
Common Stock, Shares, Issued					8,625,000	8,625,000
Common Stock, Shares, Outstanding					8,625,000	8,625,000
Ordinary Shares [Member]
Organization and Business Operations (Details) [Line Items]
Stock Issued During Period, Shares, New Issues	33,707,929
Percentage Of Voting Power Of Ordinary Shares	78.163%

Summary Of Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies (Details) [Line Items]
Cash	$ 85,540	$ 551,258
IPO and Private Placement [Member]
Significant Accounting Policies (Details) [Line Items]
Exercisable to purchase shares	20,400,000
IPO [Member]
Significant Accounting Policies (Details) [Line Items]
Exercisable to purchase shares	11,500,000
Private Placement [Member]
Significant Accounting Policies (Details) [Line Items]
Exercisable to purchase shares	8,900,000

Summary Of Significant Accounting Policies (Details) - Schedule of ordinary shares subject to redemption - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Gross proceeds		$ 345,000,000
Less:Proceeds allocated to public warrants		(15,007,500)
Class A ordinary shares issuance cost		(18,671,929)
Plus: Remeasurement of carrying value to redemption value		33,679,429
Interest earned on Trust Account	$ 4,952,531	31,308
Class A ordinary shares subject to redemption	$ 349,983,839	$ 345,031,308

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Summary Of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per ordinary share - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator: Net loss allocable to Class A ordinary shares
Net income (loss)	$ 8,779,014	$ (1,035,380)
Less: Allocation of net income (loss) to Class B ordinary shares	(1,755,803)	(232,904)
Proportionate share of net income (loss)	7,023,211	(802,476)
Numerator: Net loss allocable to Class B ordinary shares
Less: Allocation of net income (loss) to Class A ordinary shares	(7,023,211)	(802,476)
Net income (loss)	8,779,014	(1,035,380)
Proportionate share of net income (loss)	$ 1,755,803	$ (232,904)
Common Class A [Member]
Earnings Per Share [Abstract]
Weighted Average Number of Shares Outstanding, Basic	34,500,000	29,112,329
Weighted Average Number of Shares Outstanding, Diluted	34,500,000	29,112,329
Earnings Per Share, Basic	$ 0.2	$ (0.03)
Earnings Per Share, Diluted	$ 0.2	$ (0.03)
Common Class B [Member]
Earnings Per Share [Abstract]
Weighted Average Number of Shares Outstanding, Basic	8,625,000	8,449,315
Weighted Average Number of Shares Outstanding, Diluted	8,625,000	8,449,315
Earnings Per Share, Basic	$ 0.2	$ (0.03)
Earnings Per Share, Diluted	$ 0.2	$ (0.03)

Initial Public Offering (Details) - $ / shares		1 Months Ended	12 Months Ended
Initial Public Offering (Details) - $ / shares	Feb. 26, 2021	Feb. 23, 2021	Dec. 31, 2022	Dec. 31, 2021
Initial Public Offering (Details) [Line Items]
Price per share			$ 10.91	$ 9.88
Business combination description			In addition, if (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Redemption warrants, description			Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to the Private 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 (the “30-day redemption period”) to each Warrant holder; • if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations. and recapitalizations), for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the Warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the Warrants.
IPO [Member]
Initial Public Offering (Details) [Line Items]
Purchase price units	34,500,000
Price per unit	$ 10
Number of shares purchased		34,500,000	8,900,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of shares purchased	4,500,000
Class A Ordinary Shares
Initial Public Offering (Details) [Line Items]
Price per share			$ 11.5

Private Placement (Details) - USD ($)	12 Months Ended
Private Placement (Details) - USD ($)	Dec. 31, 2022	Feb. 23, 2021
IPO [Member]
Private Placement (Details) [Line Items]
Private placement warrants	8,900,000
Price per share	$ 1	$ 10
Private Placement [Member]
Private Placement (Details) [Line Items]
Price per share	$ 1
Aggregate purchase price	$ 8,900,000

Related Party Transactions (Details) - USD ($)			1 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Feb. 28, 2021	Dec. 31, 2020	Feb. 23, 2021	Dec. 31, 2022	Dec. 31, 2021	May 25, 2022	Feb. 26, 2021
Related Party Transactions (Details) [Line Items]
Sponsor paid		$ 25,000
Price per share (in Dollars per share)		$ 0.003
Business combination, description				The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any30-tradingday period commencing at least 150 days after the initial Business Combination, or (ii) the Company consummates a subsequent liquidation, merger, capital stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Working capital loan				$ 1,500,000
Warrant price per share (in Dollars per share)				$ 1
Office space monthly rent				$ 10,000
Service fee expense				120,000	$ 100,000
Debt discount				32,145	0
Unsecured Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount						$ 500,000
Working Capital Note [Member]
Related Party Transactions (Details) [Line Items]
Notes Payable, Related Parties				$ 490,814	$ 0
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Founder Shares (in Shares)	75,000	7,187,500
IPO [Member]
Related Party Transactions (Details) [Line Items]
Sponsor loan expenses		$ 250,000
Borrowings amount							$ 144,890
Value of repaid							$ 144,890
Class B Ordinary Share [Member]
Related Party Transactions (Details) [Line Items]
Shares issued (in Shares)			8,625,000	8,625,000
Class B Ordinary Share [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Founder Shares (in Shares)			1,125,000

Commitments and Contingencies (Details) - USD ($)				12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Nov. 14, 2022	Sep. 19, 2021	Feb. 26, 2021	Dec. 31, 2022	Dec. 31, 2021	Jan. 03, 2023
Commitments and Contingencies (Details) [Line Items]
Underwriting discount percent			2.00%
Gross proceeds			$ 6,900,000	$ 12,075,000
Deferred underwriting discount percent				3.50%
Deferred underwriting commission	$ 4,275,000
Deferred Underwriting Fee Payable	12,075,000			$ 7,800,000	$ 12,075,000
Other income	195,857			195,587	0
Waived deferred underwriting fee	$ 4,079,413			$ (4,079,413)	$ 0
Bofa Securities Inc [Member]
Commitments and Contingencies (Details) [Line Items]
Advisory fee		$ 3,000,000
Subsequent Event [Member]
Commitments and Contingencies (Details) [Line Items]
Deferred Underwriting Fee Payable						$ 7,800,000
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting agreement, description				The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 4,500,000 additional Units at the public offering price less the underwriting commissions.

Class A Ordinary Shares Subject to Possible Redemption (Details) - $ / shares	Dec. 31, 2022	Dec. 30, 2022	Nov. 17, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Common stock par value (in Dollars per share)		$ 0.0001
Common stock, shares issued			43,125,000
Common stock, shares outstanding			43,125,000
Common Class A [Member]
Temporary Equity [Line Items]
Common stock, shares authorized	200,000,000			200,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares issued	0			0
Common stock, shares outstanding	0			0
Shares issued	34,500,000			34,500,000
Common Class A [Member] \| Subject To Possible Redemption [Member]
Temporary Equity [Line Items]
Common stock, shares issued	34,500,000			34,500,000
Common stock, shares outstanding	34,500,000			34,500,000

Shareholders' Deficit (Details) - $ / shares	1 Months Ended	12 Months Ended
Shareholders' Deficit (Details) - $ / shares	Feb. 23, 2021	Dec. 31, 2022	Dec. 30, 2022	Nov. 17, 2022	Dec. 31, 2021
Shareholders' Equity (Details) [Line Items]
Preference shares, shares authorized		1,000,000			1,000,000
Preference shares, par value (in Dollars per share)		$ 0.0001			$ 0.0001
Common stock par value (in Dollars per share)			$ 0.0001
Common stock, shares issued				43,125,000
Common stock, shares outstanding				43,125,000
Issued and outstanding shares of public offering, percentage		20.00%
Class B Ordinary Shares [Member]
Shareholders' Equity (Details) [Line Items]
Common stock, shares authorized		20,000,000			20,000,000
Common stock par value (in Dollars per share)		$ 0.0001			$ 0.0001
Common stock, shares issued		8,625,000			8,625,000
Common stock, shares outstanding		8,625,000			8,625,000
Shares issued	8,625,000	8,625,000
Class B Ordinary Shares [Member] \| Founder Shares [Member]
Shareholders' Equity (Details) [Line Items]
Founder Shares (in Shares)	1,125,000

Fair Value Measurements (Details) - Schedule of the Company's assets and liabilities that are measured at fair value on a recurring basis - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Assets:
Cash held in Trust Account	$ 349,983,839	$ 345,031,308
Liabilities:
Warrants Liability	10,531,140	23,093,609
Public Warrants Liability [Member]
Liabilities:
Warrants Liability	5,882,250	12,765,000
Private Warrants Liability [Member]
Liabilities:
Warrants Liability	4,648,890	10,328,609
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Cash held in Trust Account	349,983,839	345,031,308
Liabilities:
Warrants Liability	5,882,250	12,765,000
Quoted Prices In Active Markets (Level 1) [Member] \| Public Warrants Liability [Member]
Liabilities:
Warrants Liability	5,882,250	12,765,000
Quoted Prices In Active Markets (Level 1) [Member] \| Private Warrants Liability [Member]
Liabilities:
Warrants Liability
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Cash held in Trust Account	0
Liabilities:
Warrants Liability
Significant Other Observable Inputs (Level 2) [Member] \| Public Warrants Liability [Member]
Liabilities:
Warrants Liability
Significant Other Observable Inputs (Level 2) [Member] \| Private Warrants Liability [Member]
Liabilities:
Warrants Liability
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Cash held in Trust Account	0
Liabilities:
Warrants Liability	4,648,890	10,328,609
Significant Other Unobservable Inputs (Level 3) [Member] \| Public Warrants Liability [Member]
Liabilities:
Warrants Liability
Significant Other Unobservable Inputs (Level 3) [Member] \| Private Warrants Liability [Member]
Liabilities:
Warrants Liability	$ 4,648,890	$ 10,328,609

Fair Value Measurements (Details) - Schedule of changes Level 3 liabilities - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of changes Level 3 fair value liabilities [Abstract]
Fair Value at January 1, 2021	$ 10,328,609	$ 0
Initial fair value of public and private warrants		27,004,700
Transfer of public warrants to Level 1		(15,007,500)
Change in fair value	(5,679,719)	(1,668,591)
Fair Value at December 31, 2021	$ 4,648,890	$ 10,328,609

Fair Value Measurements (Details) - Schedule of Schedule of Key Inputs into the Monte Carlo Simulation Model - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of key inputs into the Monte Carlo simulation [Abstract]
Risk-free interest rate	4.70%	1.30%
Expected term remaining (years)	5 months 15 days	5 years 5 months 26 days
Expected volatility	22.50%	17.50%
Trading stock price	$ 10.91	$ 9.88

Fair Value Measurements (Details) - USD ($)	12 Months Ended
Fair Value Measurements (Details) - USD ($)	Dec. 31, 2022	May 25, 2022
Conversion Option [Member]
Fair Value Disclosures [Line Items]
Fair value transfers between levels	$ 0
Liabilities, fair Value disclosure	82,107	$ 41,331
Fair Value, Inputs, Level 1, 2 and 3 [Member]
Fair Value Disclosures [Line Items]
Fair value transfers between levels	$ 0

Fair Value Measurements (Details) - Schedule of Warrant Valuation Terms - $ / shares		12 Months Ended
	May 25, 2022	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Line Items]
Risk-free interest rate		4.70%	1.30%
Expected term remaining (years)		5 months 15 days	5 years 5 months 26 days
Expected volatility		22.50%	17.50%
Trading stock price		$ 10.91	$ 9.88
Working Capital Note [Member]
Fair Value Disclosures [Line Items]
Risk-free interest rate	2.72%	4.70%
Expected term remaining (years)	5 years 3 months 25 days	5 months 15 days
Expected volatility	10.90%	22.50%
Trading stock price	$ 9.77	$ 10.91

Fair Value Measurements (Details) - Schedule of Compound Option Terms - Conversion Option [Member]	Dec. 31, 2022 shares	May 25, 2022 shares
Strike Price Debt Conversion [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	1	1
Strike price warrants [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	11.5	11.5
Term Debt Conversion [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	0.01	0.32
Term Warrant Conversion [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	5.01	5.32
Probability of Consummation of a Business Combination [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	99	90
Probability of consummation of a Business Combination – Target Date 11/30/2022 [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	99	90
Probability of consummation of a Business Combination – Target Date 2/28/2023 [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	1	10

Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 conversion option - Conversion Option [Member]	7 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning balance	$ 41,331
Change in fair value	40,776
Fair value, Ending balance	$ 82,107

Subsequent Events (Details) - USD ($)	Jan. 03, 2023	Dec. 31, 2022	Dec. 30, 2022	Nov. 14, 2022	Oct. 25, 2022	Dec. 31, 2021	Feb. 23, 2021
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share			$ 0.0001
Deferred Underwriting Fee Payable		$ 7,800,000		$ 12,075,000		$ 12,075,000
Common Class A [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001			$ 0.0001
Shares Issued, Price Per Share							$ 11.5
Common Class A [Member] \| PIPE Subscription Agreements [Member] \| PIPE Investor [Member]
Subsequent Event [Line Items]
Common Stock, Value, Subscriptions					$ 164,999,807
Common Stock, Shares Subscribed but Unissued					16,936,715
Shares Issued, Price Per Share					$ 9.8
Subsequent Event [Member]
Subsequent Event [Line Items]
Deferred Underwriting Fee Payable	$ 7,800,000