0001193125-22-277903 | 10-Q | XBRL Viewer | Jack Creek Investment Corp

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Class A Ordinary Shares Subject To Possible Redemption - Additional Information (Detail) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Temporary equity shares outstanding	34,500,000	34,500,000
Common Class A [Member]
Temporary Equity [Line Items]
Temporary equity shares authorized	500,000,000	500,000,000
Temporary equity par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity shares issued	34,500,000	34,500,000
Temporary equity shares outstanding	34,500,000	34,500,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Temporary equity shares outstanding	34,500,000	34,500,000
Class A Common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Temporary equity par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity shares outstanding	34,500,000	34,500,000
Temporary equity redemption price per share	$ 10.06	$ 10
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		9 Months Ended	12 Months Ended
	Jan. 26, 2021	Sep. 30, 2022	Dec. 31, 2021	Aug. 03, 2022	Feb. 16, 2022	Jan. 21, 2021
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Transaction costs		$ 19,652,845
Underwriting fees		6,900,000
Deferred underwriting fees		12,075,000
Other offering costs		$ 677,845
Percentage of the fair value of assets in trust account of the target company net of deferred underwriting commissions and taxes		80.00%
Percentage of public shareholding redeemable in case the business combination does not occur		100.00%
Estimated liquidation expenses		$ 100,000
Cash		52,411	$ 89,920
Working Capital				$ 5,000,001
Working Capital		$ 6,051,114
Post Transaction Target Company [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Equity method investment ownership percentage		50.00%
Sponsor
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Share Price						$ 12
Sponsor \| Financing of Business Combination Transaction Costs [Member] \| Convertible Promissory Note [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Aggregate outstanding borrowings		$ 800,000
Available balance for withdrawal under convertible note					$ 700,000
Debt Instrument, Face Amount					$ 1,500,000
Business Combination
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Business Combination, Net tangible assets		$ 5,000,001
Percentage of public shareholding eligible for redemption without prior consent		15.00%
Percentage of public shareholding eligible for redemption on non occurrence of business combination		100.00%
Business acquisition, share price		$ 10
Assets Held In Trust
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Proceeds from issuance of warrants	$ 345,000,000
Restricted investments term	185 days
Per share amount to be maintained in the trust account		10
Assets Held In Trust \| Sponsor
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Per share amount to be maintained in the trust account		10
Per share amount of assets available for distribution		$ 10
Private Placement
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Stock issued during period shares		9,400,000
Shares issued price per share		$ 1
Gross proceeds from initial public offering		$ 9,400,000
Class A Ordinary Shares
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Proceeds from issuance of warrants			$ 23,460,000
Common stock value		$ 0
Class A Ordinary Shares \| IPO
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Stock issued during period shares	34,500,000
Shares issued price per share	$ 10	$ 10
Gross proceeds from initial public offering	$ 345,000,000
Class A Ordinary Shares \| Over-Allotment Option
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Stock issued during period shares	4,500,000
Class A Ordinary Shares [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Share Price					$ 10
Common stock value					$ 50,000,000

Fair Value Measurements - Summary of Fair Value Assets And Liabilities Measured On Recurring Basis (Detail) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
Investments held in Trust Account	$ 347,128,616	$ 345,068,571
Fair Value, Recurring
Assets:
Investments held in Trust Account	347,128,616	345,068,571
Liabilities:
Convertible Note – Related Party	589,100
Fair Value, Recurring \| Public Warrants
Liabilities:
Warrant Liabilities	4,485,000	9,311,550
Fair Value, Recurring \| Private Placement Warrants
Liabilities:
Warrant Liabilities	2,444,000	5,074,120
Level 1 \| Fair Value, Recurring
Assets:
Investments held in Trust Account	347,128,616	345,068,571
Level 1 \| Fair Value, Recurring \| Public Warrants
Liabilities:
Warrant Liabilities	4,485,000	9,311,550
Level 2 \| Fair Value, Recurring \| Private Placement Warrants
Liabilities:
Warrant Liabilities	2,444,000	5,074,120
Level 3 \| Fair Value, Recurring
Liabilities:
Convertible Note – Related Party	589,100
Level 3 \| Fair Value, Recurring \| Private Placement Warrants
Liabilities:
Warrant Liabilities	$ 0	$ 0

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 10. FAIR VALUE MEASUREMENTS

At September 30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $347,128,616 and $345,068,571 in money market funds invested in U.S. Treasury securities, respectively. During the three and nine months ended September 30, 2022 and 2021, the Company did not withdraw any interest income from the Trust Account.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


	September 30, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	347,128,616	$	347,128,616	$	—	$	—
Liabilities:
Warrant Liabilities – Public Warrants	$	4,485,000	$	4,485,000	$	—	$	—
Warrant Liabilities – Private Placement Warrants	$	2,444,000	$	—	$	2,444,000	$	—
Convertible Note – Related Party	$	589,100	$	—	$	—	$	589,100


	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	345,068,571	$	345,068,571	$	—	$	—
Liabilities:
Warrant Liabilities – Public Warrants	$	9,311,550	$	9,311,550	$	—	$	—
Warrant Liabilities – Private Placement Warrants	$	5,074,120	$	—	$	5,074,120	$	—

The warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on the Company’s accompanying condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. The warrant liabilities were 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 condensed consolidated statements of operations.

The Private Placement Warrants were valued using the Black Scholes Option Pricing Model as of January 26, 2021. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. During the year December 31, 2021, the Private Placement Warrants transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market.

The Binomial Lattice Model was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The Public Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs and are classified as Level 1 as of September 30, 2022 due to being publicly traded.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement during the year ended December 31, 2021 was $9,142,500. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurements during the year ended December 31, 2021 was $5,743,400.

The following table presents the changes in the fair value of Level 3 liabilities at September 30, 2022:


Fair value as of January 1, 2022	$	—
Amount borrowed at February 16, 2022		500,000
Change in fair value as of March 31, 2022		(129,900	)

Fair value as of March 31, 2022		370,100
Change in fair value as of June 30, 2022		(73,900	)

Fair value as of June 30, 2022		296,200
Amount borrowed at August 10, 2022		300,000
Cash provided in excess of fair value of promissory note at August 10, 2022		(80,000	)
Change in fair value as of September 30, 2022		72,900

Fair value as of September 30, 2022	$	589,100

The following table presents the changes in the fair value of the Level 3 liabilities at September 30, 2021:


	Private Placement Warrants			Public Warrants			Warrant Liabilities
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on January 26, 2021		13,348,000			23,460,000			36,808,000
Change in valuation inputs or other assumptions		(8,366,000	)		(14,317,500	)		(22,683,500	)
Transfer to Level 1		—			(9,142,500	)		(9,142,500	)

Fair value as of March 31, 2021		4,982,000			—			4,982,000
Change in valuation inputs or other assumptions		2,644,941			—			2,644,941

Fair value as of June 30, 2021		7,626,941			—			7,626,941
Transfer to Level 2		(5,743,400	)					(5,743,400	)
Change in valuation inputs or other assumptions		(1,883,541	)		—			(1,883,541	)

Fair value as of September 30, 2021	$	—		$	—		$	—

The Convertible Note was measured at fair value as of the date of the initial borrowing on February 16, 2022, and as of September 30, 2022. The discounted cash flow method was used to value the debt component of the Convertible Note and the Black Scholes Option Pricing Model was used to value the debt conversion option. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during three and nine months ended September 30, 2022 for the Convertible Note.

The following table represents key inputs for the fair value of the Convertible Note:


	At September 30, 2022
Stock price	$	9.95
Strike price	$	11.50
Term (in years)		5.31
Volatility		1.6	%
Risk-free rate		4.01	%

- 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

Description of Organization and Business Operations	9 Months Ended
Description of Organization and Business Operations	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Jack Creek Investment Corp. (“JCIC” or the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 18, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity through September 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on January 21, 2021. On January 26, 2021, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,400,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to JCIC Sponsor LLC (the “Sponsor”), generating gross proceeds of $9,400,000, which is described in Note 4. Transaction costs amounted to $19,652,845, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $677,845 of other offering costs. Following the closing of the Initial Public Offering on January 26, 2021, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior consent. The Sponsor and each member of the Company’s management team have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until January 26, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and each member of the Company’s management team have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combination On August 3, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Wildfire New PubCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“New PubCo”), Wildfire Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (“Wildfire Merger Sub I”), Wildfire Merger Sub II, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (“Wildfire Merger Sub II”), Wildfire Merger Sub III, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of New PubCo (“Wildfire Merger Sub III”), Wildfire GP Sub IV, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of New PubCo (“Wildfire GP Sub IV” and together with Wildfire Merger Sub I, Wildfire Merger Sub II and Wildfire Merger Sub III, the “Merger Subs”), BTOF (Grannus Feeder)—NQ L.P., a Delaware limited partnership (“Blocker”), and Bridger Aerospace Group Holdings, LLC, a Delaware limited liability company (“Bridger”). Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, (i) Wildfire Merger Sub I will merge with and into Blocker (the “First Merger”), with Blocker as the surviving entity of the First Merger, upon which Wildfire GP Sub IV will become general partner of such surviving entity, (ii) Wildfire Merger Sub II will merge with and into the Company (the “Second Merger”), with the Company as the surviving company of the Second Merger (the “Second Surviving Company”), and (iii) Wildfire Merger Sub III will merge with and into Bridger (the “Third Merger” and together with First Merger and Second Merger, the “Mergers”), with Bridger as the surviving company of the Third Merger. Following the Mergers, each of Blocker, the Company, and Bridger will be a subsidiary of New PubCo, and New PubCo will become a publicly traded company. At the closing of the Transactions (“Closing”), New PubCo will change its name to Bridger Aerospace Group Holdings, Inc., and its common stock is expected to list on the NASDAQ Capital Market under the ticker symbol “BAER.” The consideration to be paid to the pre-Closing equity holders of Bridger (other than holders of Series C preferred shares of Bridger (“Bridger Series C Preferred Shares”) and certain excluded shares) and the pre-Closing shareholders of the Company (other than with respect to certain excluded shares) in connection with the Transactions will be shares of common stock of New PubCo (“New PubCo Common Stock”). The consideration to be paid to the pre-Closing holders of Bridger Series C Preferred Shares in connection with the Transactions will be shares of Series A preferred stock of New PubCo, which shares will have rights and preferences that mirror certain rights and preferences currently held by the holders of the Bridger Series C Preferred Shares. Outstanding warrants to purchase shares of Class A ordinary shares of the Company will become entitled to purchase New PubCo Common Stock on the same terms and conditions as the existing warrants of the Company. The Transactions are expected to be consummated subject to the terms and conditions as further described in the Merger Agreement, including, among others, (i) approval of the Purchaser Shareholder Matters (as defined in the Merger Agreement) by the requisite shareholders of the Company, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) receipt of other required regulatory approvals, (iv) there being no governmental order or law in force enjoining or prohibiting the consummation of the Transactions, (v) the Company having at least $5,000,001 of net tangible assets after shareholder redemptions, (vi) the Registration Statement on Form S-4 filed by New PubCo having become effective, (vii) the New PubCo Common Stock and warrants to purchase New PubCo Common Stock having been approved for listing on NASDAQ, and (viii) customary bring-down conditions related to the parties’ respective representations, warranties and pre-Closing covenants in the agreement. In addition, the obligation of Bridger and Blocker to consummate the Transactions is conditioned upon, among other items, each of the covenants of the parties to the Sponsor Agreement required to be performed as of or prior to the Closing having been performed in all material respects. The Merger Agreement and related agreements are further described in the Current Report on Form 8-K filed by the Company on August 4, 2022. Liquidity and Going Concern As of September 30, 2022, the Company had cash of $52,411 and a working capital deficit of $6,051,114 . The Company intends to use the funds held outside the Trust Account primarily to perform business due diligence, travel to and from the offices, review corporate documents and material agreements, and structure, negotiate and complete the Business Combination with Bridger. On February 16, 2022, the Company entered into a $1,500,000 convertible promissory note (“Convertible Note”) with the Sponsor in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination. The Convertible Note accrues no interest and is payable upon completion of a Business Combination. The Convertible Note’s entire or partial balance can be converted into warrants at the discretion of the Sponsor at the time of Business Combination. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022, the aggregate balance of the Convertible Note is $800,000 with an available balance for withdrawal of $700,000. Pursuant to the terms of the Sponsor Agreement, if the balance of the Trust Account after deducting all amounts payable in respect of the redemption of the JCIC Class A Ordinary Shares is less than $50,000,000, then immediately prior to the Business Combination, each of the Company and the Sponsor have agreed to convert any outstanding balance of the Convertible Note into a number of JCIC Class A Ordinary Shares equal to the amount of such outstanding balance divided by $10.00, rounded up to the nearest whole share. If the Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until January 26, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and an extension is not requested by the Sponsor, and potential subsequent dissolution as well as liquidity condition noted above raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 26, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date.

Warrants

9 Months Ended

Sep. 30, 2022

Warrants Disclosure [Abstract]

Warrants

NOTE 9. WARRANTS

As of September 30, 2022 and December 31, 2021, there are 17,250,000 Public Warrants outstanding and 9,400,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th

day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $18.00.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within

30-trading

day

period ending three trading days before the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the

30-trading

day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within

30-trading

day

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Related Party Transactions - Additional Information (Detail) - USD ($)						3 Months Ended		9 Months Ended
	Mar. 08, 2021	Jan. 21, 2021	Jan. 13, 2021	Sep. 25, 2020	Aug. 31, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Feb. 16, 2022	Dec. 31, 2021	Jan. 25, 2021	Aug. 24, 2020
Related Party Transaction [Line Items]
Assets Held-in-trust, Noncurrent						$ 347,128,616		$ 347,128,616			$ 345,068,571
Description of calculation of available sponsor shares value								the amount in the Trust Account after deducting all amounts payable in respect of the JCIC Shareholder Redemption, divided by (2) $100,000,000
Business Combination
Related Party Transaction [Line Items]
Business acquisition, share price						$ 10		$ 10
Maximum [Member]
Related Party Transaction [Line Items]
Assets Held-in-trust, Noncurrent						$ 50,000,000		$ 50,000,000
Available Sponsor Shares [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Assets Held-in-trust, Noncurrent						$ 50,000,000		$ 50,000,000
Promissory Note
Related Party Transaction [Line Items]
Debt Instrument, Payment Terms		January 25, 2021
Class B Ordinary Shares
Related Party Transaction [Line Items]
Number of shares issued by the company		1,437,500
Common stock, shares outstanding						8,625,000		8,625,000			8,625,000
Class B Ordinary Shares \| Available Sponsor Shares [Member]
Related Party Transaction [Line Items]
Number of shares surrendered by the sponsor								4,275,000
Class A Ordinary Shares [Member]
Related Party Transaction [Line Items]
Share price										$ 10
Sponsor
Related Party Transaction [Line Items]
Percentage of shareholding by initial shareholders after the IPO		20.00%
Lock in period of shares		1 year
Share price		$ 12
Number of specific trading days for determining share price		20 days
Total number of trading days for determining the share price		30 days
Period from business combination for which closing price of share is considered		150 days
Sponsor \| Sponsor Agreement [Member] \| Business Combination
Related Party Transaction [Line Items]
Business acquisition, share price						$ 10		$ 10
Sponsor \| Sponsor Agreement [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Business Acquisition, Transaction Costs						$ 6,500,000		$ 6,500,000
Sponsor \| Sponsor Agreement [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Amount Remaining Requirement In The Trust Account For Forfeiture						$ 20,000,000		$ 20,000,000
Assets Held-in-trust, Noncurrent										$ 50,000,000
Sponsor \| Available Sponsor Shares [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding						8,550,000		8,550,000
Amount used for dividing to compute sponsor shares value								$ 100,000,000
Sponsor \| Available Sponsor Shares [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding						8,550,000		8,550,000
Sponsor \| Administrative Services Agreement
Related Party Transaction [Line Items]
Administrative services agreement amount		$ 10,000
Related party transaction, selling, general and administrative expenses from transactions with related Party						$ 30,000	$ 30,000	$ 90,000	$ 83,226
Sponsor \| Administrative Services Agreement \| Accrued Liabilities
Related Party Transaction [Line Items]
Administrative services amount payable to sponsor						10,000		10,000
Aggregate outstanding borrowings						10,000		10,000
Sponsor \| Issue of Promissory Note To The Sponsor \| Promissory Note
Related Party Transaction [Line Items]
Debt Instrument, Face Amount													$ 300,000
Debt Instrument, Repurchase Amount												$ 114,031
Sponsor \| Financing of Business Combination Transaction Costs \| Convertible promissory note
Related Party Transaction [Line Items]
Administrative services amount payable to sponsor						800,000		800,000
Debt Instrument, Face Amount										$ 1,500,000
Debt instrument conversion price per share										$ 1
Aggregate outstanding borrowings						800,000		800,000
Available balance for withdrawal under convertible note										$ 700,000
Fair value of the note										$ 589,100
Change in fair value of Convertible Note						$ 72,900		$ 130,900
Sponsor \| Subject to Underwriters Exercising of Over Allotment option
Related Party Transaction [Line Items]
Number of sponsor shares subject to forfeiture		1,125,000
Sponsor \| Class B Ordinary Shares
Related Party Transaction [Line Items]
Common stock, shares outstanding	8,550,000	8,625,000
Sponsor \| Class B Ordinary Shares \| Sponsor Agreement [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding						8,550,000		8,550,000
Sponsor \| Class B Ordinary Shares \| Founder Shares
Related Party Transaction [Line Items]
Value of stock issued to sponsor					$ 25,000
Number of stock issued to sponsor					8,625,000
Number of shares surrendered by the sponsor			1,437,500
Sponsor \| Class B Ordinary Shares \| Independent Directors
Related Party Transaction [Line Items]
Number of shares transferred by related party				25,000
Sponsor \| Class B Ordinary Shares \| Additional Independent Director
Related Party Transaction [Line Items]
Number of shares transferred by related party	25,000
Sponsor \| Class A Ordinary Shares [Member] \| Convertible promissory note \| Sponsor Agreement [Member]
Related Party Transaction [Line Items]
Debt instrument conversion price per share										$ 10

Warrants - Additional Information (Detail) - $ / shares	9 Months Ended
Warrants - Additional Information (Detail) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Ordinary Shares \| Class A Ordinary Shares
Warrant Disclosure [Line Items]
Share price	$ 9.2
Number of consecutive trading days for determining share price	20 days
Percentage of capital raised for business combination to total equity proceeds	60.00%
Share Price More Than Or Equals To USD 18.00
Warrant Disclosure [Line Items]
Share price	$ 18
Class of warrants, redemption price per unit	$ 0.01
Class of warrants, redemption notice period	30 days
Share Price More Than Or Equals To USD 18.00 \| Class A Ordinary Shares
Warrant Disclosure [Line Items]
Share price	$ 18
Class of warrants, redemption notice period	30 days
Number of consecutive trading days for determining share price	20 days
Number of trading days for determining share price	30 days
Class of warrant or right, redemption price adjustment percentage	180.00%
Share Price More Than Or Equals To USD 10.00
Warrant Disclosure [Line Items]
Share price	$ 10
Share Price More Than Or Equals To USD 10.00 \| Class A Ordinary Shares
Warrant Disclosure [Line Items]
Share price	10
Class of warrants, redemption price per unit	$ 0.1
Class of warrants, redemption notice period	30 days
Number of consecutive trading days for determining share price	20 days
Number of trading days for determining share price	30 days
Share Price Less Than Or Equals To USD 9.20 \| Class A Ordinary Shares
Warrant Disclosure [Line Items]
Share price	$ 9.2
Class of warrant or right, redemption price adjustment percentage	115.00%
Public Warrants
Warrant Disclosure [Line Items]
Number of warrants or rights outstanding	17,250,000	17,250,000
Minimum lock In period For SEC Registration From Date Of Business Combination	20 days
Minimum lock In period to become effective after the closing of the initial Business Combination	60 days
Private Placement Warrants
Warrant Disclosure [Line Items]
Number of warrants or rights outstanding	9,400,000	9,400,000

Initial Public Offering - Additional Information (Detail) - $ / shares		9 Months Ended
	Jan. 26, 2021	Sep. 30, 2022
Disclosure Of Initial Public Offer [Line Items]
Exercise price of warrants		$ 11.5
Class A Common stock
Disclosure Of Initial Public Offer [Line Items]
Common Stock, Conversion Basis		one
Class A Common stock \| Public Warrants
Disclosure Of Initial Public Offer [Line Items]
Common Stock, Conversion Basis		one-half
Number of shares entitlement per warrant		1
Exercise price of warrants		$ 11.5
IPO \| Class A Common stock
Disclosure Of Initial Public Offer [Line Items]
Stock issued during period shares	34,500,000
Shares issued price per share	$ 10	$ 10
Over-Allotment Option \| Class A Common stock
Disclosure Of Initial Public Offer [Line Items]
Stock issued during period shares	4,500,000

shareholders' deficit - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Temporary equity shares outstanding	34,500,000	34,500,000
Common stock, threshold percentage on conversion of shares After Completion Of IPO	20.00%
Class A Ordinary Shares
Class of Stock [Line Items]
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock Voting Rights	one vote for each share
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Temporary equity shares outstanding	34,500,000	34,500,000
Temporary equity shares issued	34,500,000	34,500,000
Class B Ordinary Shares
Class of Stock [Line Items]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock Voting Rights	one vote for each share
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Summary of Fair Value Assets And Liabilities Measured On Recurring Basis


	September 30, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	347,128,616	$	347,128,616	$	—	$	—
Liabilities:
Warrant Liabilities – Public Warrants	$	4,485,000	$	4,485,000	$	—	$	—
Warrant Liabilities – Private Placement Warrants	$	2,444,000	$	—	$	2,444,000	$	—
Convertible Note – Related Party	$	589,100	$	—	$	—	$	589,100


	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	345,068,571	$	345,068,571	$	—	$	—
Liabilities:
Warrant Liabilities – Public Warrants	$	9,311,550	$	9,311,550	$	—	$	—
Warrant Liabilities – Private Placement Warrants	$	5,074,120	$	—	$	5,074,120	$	—

Summary of Fair Value Reconciliation

The following table presents the changes in the fair value of Level 3 liabilities at September 30, 2022:


Fair value as of January 1, 2022	$	—
Amount borrowed at February 16, 2022		500,000
Change in fair value as of March 31, 2022		(129,900	)

Fair value as of March 31, 2022		370,100
Change in fair value as of June 30, 2022		(73,900	)

Fair value as of June 30, 2022		296,200
Amount borrowed at August 10, 2022		300,000
Cash provided in excess of fair value of promissory note at August 10, 2022		(80,000	)
Change in fair value as of September 30, 2022		72,900

Fair value as of September 30, 2022	$	589,100

The following table presents the changes in the fair value of the Level 3 liabilities at September 30, 2021:


	Private Placement Warrants			Public Warrants			Warrant Liabilities
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on January 26, 2021		13,348,000			23,460,000			36,808,000
Change in valuation inputs or other assumptions		(8,366,000	)		(14,317,500	)		(22,683,500	)
Transfer to Level 1		—			(9,142,500	)		(9,142,500	)

Fair value as of March 31, 2021		4,982,000			—			4,982,000
Change in valuation inputs or other assumptions		2,644,941			—			2,644,941

Fair value as of June 30, 2021		7,626,941			—			7,626,941
Transfer to Level 2		(5,743,400	)					(5,743,400	)
Change in valuation inputs or other assumptions		(1,883,541	)		—			(1,883,541	)

Fair value as of September 30, 2021	$	—		$	—		$	—

Summary of Key Inputs for Fair Value of Convertible Note

The following table represents key inputs for the fair value of the Convertible Note:


	At September 30, 2022
Stock price	$	9.95
Strike price	$	11.50
Term (in years)		5.31
Volatility		1.6	%
Risk-free rate		4.01	%

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration and shareholders rights agreement entered into on January 21, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Convertible Note (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Convertible Note) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On July 29, 2022, J.P. Morgan Securities LLC (“J.P. Morgan”) notified the Company that, subject to certain conditions, J.P. Morgan waives its entitlement to the payment of its portion of any deferred compensation in connection with its role as underwriter in the Initial Public Offering.

Fair Value Measurements - Summary of Fair Value Reconciliation (Detail) - Level 3 - Fair Value, Recurring - Convertible Note - USD ($)	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 296,200	$ 370,100	$ 0	$ 7,626,941	$ 4,982,000	$ 0
Amount borrowed	300,000		500,000
Initial measurement on January 26, 2021						36,808,000
Change in valuation inputs or other assumptions				(1,883,541)	2,644,941	(22,683,500)
Transfer to Level 1						(9,142,500)
Change in fair value	72,900	(73,900)	(129,900)
Transfer to Level 2				(5,743,400)
Cash provided in excess of fair value of promissory note	(80,000)
Ending balance	$ 589,100	$ 296,200	$ 370,100	0	7,626,941	4,982,000
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance				7,626,941	4,982,000	0
Initial measurement on January 26, 2021						13,348,000
Change in valuation inputs or other assumptions				(1,883,541)	2,644,941	(8,366,000)
Transfer to Level 1						0
Transfer to Level 2				(5,743,400)
Ending balance				0	7,626,941	4,982,000
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance				0	0	0
Initial measurement on January 26, 2021						23,460,000
Change in valuation inputs or other assumptions				0	0	(14,317,500)
Transfer to Level 1						(9,142,500)
Ending balance				$ 0	$ 0	$ 0

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Cash federal depository insurance coverage	$ 250,000
Shares subject to possible redemption	34,500,000	34,500,000
Offering costs	$ 19,652,845
IPO
Offering costs	18,292,144
Public Warrants
Offering costs	1,335,171
Private Placement Warrants
Offering costs	$ 25,530
Class A Ordinary Shares
Shares subject to possible redemption	34,500,000	34,500,000

Private Placement - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Exercise price of warrants	$ 11.5		$ 11.5
Purchase price	$ 1		$ 1
Change in fair value of derivative liability	$ 4,797,000	$ (5,338,716)	$ (7,456,670)	$ (20,542,100)
Private Placement Warrants
Private Placement warrants fair value per share	$ 1.42		$ 1.42
Private Placement
Change in fair value of derivative liability			$ 3,948,000
Private Placement \| Sponsor
Stock issued during period shares			9,400,000
Shares issued price per share	$ 1		$ 1
Gross proceeds from initial public offering			$ 9,400,000

Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Share (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Common Class A [Member]
Numerator:
Allocation of net (loss) income	$ (5,010,446)	$ 3,935,278	$ 3,067,574	$ 10,708,505
Denominator:
Basic weighted average shares outstanding	34,500,000	34,500,000	34,500,000	31,329,044
Basic net (loss) income per ordinary share	$ (0.15)	$ 0.11	$ 0.09	$ 0.34
Diluted net income per ordinary share	$ (0.15)	$ 0.11	$ 0.09	$ 0.34
Diluted weighted average shares outstanding	34,500,000	34,500,000	34,500,000	31,329,044
Common Class B [Member]
Numerator:
Allocation of net (loss) income	$ (1,252,611)	$ 983,820	$ 766,893	$ 2,911,468
Denominator:
Basic weighted average shares outstanding	8,625,000	8,625,000	8,625,000	8,517,857
Basic net (loss) income per ordinary share	$ (0.15)	$ 0.11	$ 0.09	$ 0.34
Diluted net income per ordinary share	$ (0.15)	$ 0.11	$ 0.09	$ 0.34
Diluted weighted average shares outstanding	8,625,000	8,625,000	8,625,000	8,517,857

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Schedule of Reconciliation of Ordinary Shares Reflected In Balance Sheet

At September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(23,460,000	)
Class A ordinary shares issuance costs		(18,292,143	)
Plus:
Accretion of carrying value to redemption value		41,752,143

Class A ordinary shares subject to possible redemption – December 31, 2021		345,000,000
Plus:
Accretion of carrying value to redemption value		2,128,616

Class A ordinary shares subject to possible redemption – September 30, 2022	$	347,128,616

Summary of Basic and Diluted Net Income Per Share

The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):


	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	2022						2021				2022				2021
	Class A			Class B			Class A		Class B		Class A		Class B		Class A		Class B
Numerator:
Allocation of net (loss) income	$	(5,010,446	)	$	(1,252,611	)	$	3,935,278	$	983,820	$	3,067,574	$	766,893	$	10,708,505	$	2,911,468
Denominator:
Basic and diluted weighted average shares outstanding		34,500,000			8,625,000			34,500,000		8,625,000		34,500,000		8,625,000		31,329,044		8,517,857
Basic and diluted net (loss) income per ordinary share	$	(0.15	)	$	(0.15	)	$	0.11	$	0.11	$	0.09	$	0.09	$	0.34	$	0.34

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 52,411	$ 89,920
Prepaid expenses	141,917	426,875
Total current assets	194,328	516,795
Investments held in Trust Account	347,128,616	345,068,571
TOTAL ASSETS	347,322,944	345,585,366
Current liabilities
Accounts payable and accrued expenses	5,445,442	754,761
Convertible Note – related party	589,100
Total current liabilities	6,034,542	754,761
Warrant liabilities	6,929,000	14,385,670
Deferred underwriting fee payable	12,075,000	12,075,000
TOTAL LIABILITIES	25,038,542	27,215,431
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares at approximately $10.06 and $10.00 per share redemption value at September 30, 2022 and December 31, 2021, respectively	347,128,616	345,000,000
Shareholders' Deficit
Preference shares
Additional paid-in capital	0
Accumulated deficit	(24,845,077)	(26,630,928)
Total Shareholders' Deficit	(24,844,214)	(26,630,065)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	347,322,944	345,585,366
Class A Common stock
Current liabilities
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares at approximately $10.06 and $10.00 per share redemption value at September 30, 2022 and December 31, 2021, respectively	347,128,616	345,000,000
Shareholders' Deficit
Ordinary shares	0
Class B Common Stock
Shareholders' Deficit
Ordinary shares	$ 863	$ 863

shareholders' deficit	9 Months Ended
shareholders' deficit	Sep. 30, 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 September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 34,500,000 Class A ordinary shares issued and outstanding which are subject to possible redemption and presented as temporary equity. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 p er share. Holders of the Class B ordinary shares are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 8,625,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law and except that (i) prior to Business Combination, only Class B shares have the right to vote on the appointment of directors and (ii) in a vote to continue the Company in a jurisdiction outside the Cayman Islands, holders of Class B shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, 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 or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of the Convertible Note. 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.

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-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Summary of Significant Accounting Policies - Summary of Reconciliation of Ordinary Shares Reflected In Balance Sheet (Detail) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Schedule Of Reconciliation Of Ordinary Shares Reflected In Balance Sheet [Line Items]
Gross proceeds		$ 338,100,000
Less:
Class A ordinary shares issuance costs		$ (543,813)
Plus:
Class A ordinary shares subject to possible redemption	$ 347,128,616		$ 345,000,000
Common Class A [Member]
Schedule Of Reconciliation Of Ordinary Shares Reflected In Balance Sheet [Line Items]
Gross proceeds			345,000,000
Less:
Proceeds allocated to Public Warrants			(23,460,000)
Class A ordinary shares issuance costs			(18,292,143)
Plus:
Accretion of carrying value to redemption value	2,128,616		41,752,143
Class A ordinary shares subject to possible redemption	$ 347,128,616		$ 345,000,000

- 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

Commitments and Contingencies  - Additional Information (Detail) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Deferred underwriting fee per unit	$ 0.35
Deferred underwriting fee payable	$ 12,075,000	$ 12,075,000

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2022	Nov. 04, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	JACK CREEK INVESTMENT CORP.
Entity Central Index Key	0001822312
Entity Incorporation, State or Country Code	E9
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Address, State or Province	NY
Entity Address, City or Town	NY
Entity Address, Address Line One	386 Park Avenue South
Entity Address, Address Line Two	FL 20
Entity Address, Postal Zip Code	10016
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-39602
Entity Tax Identification Number	00-0365269
City Area Code	212
Local Phone Number	710-5060
Class A Common stock
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	JCIC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		34,500,000
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	JCICU
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	JCICW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating and formation costs	$ 3,191,243	$ 424,058	$ 5,813,148	$ 3,035,933
Loss from operations	(3,191,243)	(424,058)	(5,813,148)	(3,035,933)
Other income (expense):
Change in fair value of warrant liabilities	(4,797,000)	5,338,716	7,456,670	20,542,100
Change in fair value of Convertible Note – related party	(72,900)		130,900
Loss on initial issuance of Private Placement Warrants	0	0	0	(3,948,000)
Interest earned on investments held in Trust Account	1,798,086	4,440	2,060,045	61,806
Total other (expense) income, net	(3,071,814)	5,343,156	9,647,615	16,655,906
Net (loss) income	$ (6,263,057)	$ 4,919,098	$ 3,834,467	$ 13,619,973
Class A Ordinary Shares
Other income (expense):
Weighted average shares outstanding , Basic	34,500,000	34,500,000	34,500,000	31,329,044
Weighted average shares outstanding , Diluted	34,500,000	34,500,000	34,500,000	31,329,044
Net (loss) income per share , Basic	$ (0.15)	$ 0.11	$ 0.09	$ 0.34
Net (loss) income per share , Diluted	$ (0.15)	$ 0.11	$ 0.09	$ 0.34
Class B Ordinary Shares
Other income (expense):
Weighted average shares outstanding , Basic	8,625,000	8,625,000	8,625,000	8,517,857
Weighted average shares outstanding , Diluted	8,625,000	8,625,000	8,625,000	8,517,857
Net (loss) income per share , Basic	$ (0.15)	$ 0.11	$ 0.09	$ 0.34
Net (loss) income per share , Diluted	$ (0.15)	$ 0.11	$ 0.09	$ 0.34

Private Placement	9 Months Ended
Private Placement	Sep. 30, 2022
Equity [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,400,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $9,400,000 in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. As a result of the difference in fair value of $1.42 per share of the Private Placement Warrants and the purchase price of $1.00 per share, the Company recorded a charge of $3,948,000 as of the date of the Private Placement issuance which is included in the condensed consolidated statements of operations for the nine months ended September 30, 2021.

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2022
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 9).

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

The

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q

and Article

of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The

accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K

as filed with the SEC on March

2022

. The interim results for the three and nine months ended September

2022

are not necessarily indicative of the results to be expected for the year ending December

2022

or for any future periods.

Principals of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. A total of

$19,652,845 in offering costs w

incurred. Of these offering costs

$18,292,144 w

related to the Initial Public Offering and charged to temporary equity. Offering costs allocable to Public Warrants and Private Placement Warrants were $1,335,171 and $25,530, respectively, and expensed at the date of Initial Public Offering.

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 Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, the 34,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated 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. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional

paid-in

capital and accumulated deficit.

At September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(23,460,000	)
Class A ordinary shares issuance costs		(18,292,143	)
Plus:
Accretion of carrying value to redemption value		41,752,143

Class A ordinary shares subject to possible redemption – December 31, 2021		345,000,000
Plus:
Accretion of carrying value to redemption value		2,128,616

Class A ordinary shares subject to possible redemption – September 30, 2022	$	347,128,616

Convertible Promissory Note

The Company accounts for its Convertible Note under ASC 815, “Derivatives and Hedging” Under ASC 815-15-25, an election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its Convertible Note. Using the fair value option, the Convertible Note 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 Convertible Note are recognized as a

non-cash

gain or loss on the condensed consolidated statements of operations (see Note 5).

Warrant Liabilities

The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the condensed consolidated statements of operations. The Public Warrants (as defined in Note 3) for periods where no observable traded price was available were valued using the Binomial Lattice Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The Private Placement Warrants were valued using the Black Scholes Option Pricing Model prior to the detachment of the Public Warrants from the Units and based on the observed price for Public Warrants when they detached as they have the same terms.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income per Ordinary Share

Net (Loss) Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. (Loss) income is allocated pro rata between the two share classes. This presentation assumes a business combination as the most likely outcome. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events.

The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):


	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	2022						2021				2022				2021
	Class A			Class B			Class A		Class B		Class A		Class B		Class A		Class B
Numerator:
Allocation of net (loss) income	$	(5,010,446	)	$	(1,252,611	)	$	3,935,278	$	983,820	$	3,067,574	$	766,893	$	10,708,505	$	2,911,468
Denominator:
Basic and diluted weighted average shares outstanding		34,500,000			8,625,000			34,500,000		8,625,000		34,500,000		8,625,000		31,329,044		8,517,857
Basic and diluted net (loss) income per ordinary share	$	(0.15	)	$	(0.15	)	$	0.11	$	0.11	$	0.09	$	0.09	$	0.34	$	0.34

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, other than the warrant liabilities and the Convertible Note (see Note 10).

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Recent Accounting Standards

In August 2020, FASB issued ASU

2020-06,

“Debt – Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging – Contracts in Entity’s Own Equity

(Subtopic 815-40)”

(“ASU 2020-06”),

to simplify accounting for certain financial instruments. ASU

2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU

2020-06

would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

Class A Ordinary Shares Subject To Possible Redemption	9 Months Ended
Class A Ordinary Shares Subject To Possible Redemption	Sep. 30, 2022
Temporary Equity Disclosure [Abstract]
Class A Ordinary Shares Subject To Possible Redemption	NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 34,500,000 Class A ordinary shares issued and outstanding, including Class A ordinary shares subject to possible redemption which are presented as temporary equity.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The

10-Q

and Article

of Regulation

S-X

The

accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K

as filed with the SEC on March

2022

. The interim results for the three and nine months ended September

2022

are not necessarily indicative of the results to be expected for the year ending December

2022

or for any future periods.

Principals of Consolidation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Offering Costs

$19,652,845 in offering costs w

incurred. Of these offering costs

$18,292,144 w

Class A Ordinary Shares Subject to Possible Redemption

paid-in

capital and accumulated deficit.

At September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(23,460,000	)
Class A ordinary shares issuance costs		(18,292,143	)
Plus:
Accretion of carrying value to redemption value		41,752,143

Class A ordinary shares subject to possible redemption – December 31, 2021		345,000,000
Plus:
Accretion of carrying value to redemption value		2,128,616

Class A ordinary shares subject to possible redemption – September 30, 2022	$	347,128,616

Convertible Promissory Note

non-cash

gain or loss on the condensed consolidated statements of operations (see Note 5).

Warrant Liabilities

re-measurement

Income Taxes

Net (Loss) Income per Ordinary Share

The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):


	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	2022						2021				2022				2021
	Class A			Class B			Class A		Class B		Class A		Class B		Class A		Class B
Numerator:
Allocation of net (loss) income	$	(5,010,446	)	$	(1,252,611	)	$	3,935,278	$	983,820	$	3,067,574	$	766,893	$	10,708,505	$	2,911,468
Denominator:
Basic and diluted weighted average shares outstanding		34,500,000			8,625,000			34,500,000		8,625,000		34,500,000		8,625,000		31,329,044		8,517,857
Basic and diluted net (loss) income per ordinary share	$	(0.15	)	$	(0.15	)	$	0.11	$	0.11	$	0.09	$	0.09	$	0.34	$	0.34

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Recent Accounting Standards

In August 2020, FASB issued ASU

2020-06,

“Debt – Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging – Contracts in Entity’s Own Equity

(Subtopic 815-40)”

(“ASU 2020-06”),

to simplify accounting for certain financial instruments. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

would have on its financial position, results of operations or cash flows.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income			$ 3,834,467	$ 13,619,973
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account			(2,060,045)	(61,806)
Change in fair value of warrant liabilities	$ 4,797,000	$ (5,338,716)	(7,456,670)	(20,542,100)
Loss on initial issuance of Private Placement Warrants	0	0	0	3,948,000
Change in fair value of Convertible Note – related party	72,900		(130,900)
Transaction costs associated with sale of warrants in IPO				1,360,701
Changes in operating assets and liabilities:
Prepaid expenses			284,958	(658,409)
Accounts payable and accrued expenses			4,690,681	741,586
Net cash used in operating activities			(837,509)	(1,592,055)
Cash Flows from Investing Activities:
Investment of cash in Trust Account				(345,000,000)
Net cash used in investing activities				(345,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid				338,100,000
Proceeds from sale of Private Placement Warrants				9,400,000
Proceeds from Convertible Note – related party			800,000
Repayment of promissory note – related party				(114,031)
Payment of offering costs				(543,813)
Net cash provided by financing activities			800,000	346,842,156
Net Change in Cash			(37,509)	250,101
Cash – Beginning of period			89,920
Cash – End of period	$ 52,411	250,101	$ 52,411	250,101
Non-cash investing and financing activities:
Deferred underwriting fee payable		$ 12,075,000		$ 12,075,000

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In August 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On January 13, 2021, the Sponsor surrendered 1,437,500 Founder Shares to the Company for cancellation for no consideration. On January 21, 2021, the Company effected a share capitalization of 1,437,500 shares, resulting in an aggregate of 8,625,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and capitalization. The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option on January 26, 2021, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. On September 25, 2020, the Sponsor transferred 25,000 Class B ordinary shares to each of the independent directors. On March 8, 2021, the Sponsor transferred 25,000 Class B ordinary shares to an additional independent director. Subsequent to these transfers, the Sponsor held 8,550,000 Class B ordinary shares. Pursuant to the terms of a Sponsor Agreement, the Sponsor agreed to a forfeiture, effective as of immediately prior the completion of the Business Combination, of the number of JCIC Class B Ordinary Shares equal to the sum of (a) 8,550,000 minus the number of “Available Sponsor Shares” and (b) if the amount remaining in the Trust Account after allocation funds payable in respect of the redemption of the JCIC Class A Ordinary Shares is less than $20,000,000, (i) the excess of the aggregate of fees and expenses for legal counsel, accounting advisors, external auditors and financial advisors incurred by JCIC in connection with the Transactions prior to completion of the Business Combination, but excluding any deferred underwriting fees, over $6,500,000, if any, divided by (ii) $10.00. “Available Sponsor Shares” means (i) if the Trust Account is less than or equal to $50,000,000, after deducting all amounts payable in respect of the redemption of the JCIC Class A Ordinary Shares, 4,275,000 JCIC Class B Ordinary Shares and (ii) if the Trust Account is greater than $50,000,000, after deducting all amounts payable in respect of the redemption of the JCIC Class A Ordinary Shares, a number of JCIC Class B Ordinary Share equal to (A) 8,550,000, multiplied (B)(1) the amount in the Trust Account after deducting all amounts payable in respect of the JCIC Shareholder Redemption, divided by (2) $100,000,000; provided, that, in no event shall the Available Sponsor Shares exceed 8,550,000. Administrative Support Agreement Commencing on January 21, 2021, the Company entered into an agreement pursuant to which it will pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company incurred and paid $30,000 and $90,000, respectively. For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $83,226, respectively, in fees for these services, of which $10,000 are included in accrued expenses in the accompanying condensed consolidated balance sheets. Promissory Notes — Related Parties On August 24, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2021 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $114,031 was repaid on January 25, 2021. The Company is unable to borrow any future amounts against this note. Convertible Promissory Note – Related Party On February 16, 2022, the Company entered into the $1,500,000 Convertible Note with the Sponsor in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination. The Convertible Note shall accrue no interest and be payable upon the Company’s initial Business Combination. The Convertible Note’s entire or partial balance can be converted into warrants at a price of $1.00 per warrant at the discretion of the Sponsor at the time of Business Combination. As of September 30, 2022, the aggregate outstanding borrowings under the Convertible Note was $800,000 with an available balance for withdrawal of $700,000. Pursuant to the terms of the Sponsor Agreement, if the balance of the Trust Account after deducting all amounts payable in respect of the redemption of the JCIC Class A Ordinary Shares is less than $50,000,000, then immediately prior to the Business Combination, each of the Company and the Sponsor have agreed to convert any outstanding balance of the Convertible Note into a number of JCIC Class A Ordinary Shares equal to the amount of such outstanding balance divided by $10.00, rounded up to the nearest whole share. The Convertible Note was valued using the fair value method. The discounted cash flow method was used to value the debt component of the Convertible Note and the Black Scholes Option Pricing Model was used to value the debt conversion option. The convertible promissory note 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 notes are recognized as a non-cash gain or loss on the condensed consolidated statements of operations. The fair value of the note as of September 30, 2022 was $589,100, which resulted in a change in fair value of the Convertible Note of $72,900 and $130,900 recorded in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 (see Note 10), respectively.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Fair Value Disclosures [Line Items]
Marketable securities held in Trust Account	$ 347,128,616		$ 347,128,616		$ 345,068,571
Withdrawal of interest income from the Trust Account	0	$ 0	0	$ 0
Transfers from level 3 to level 1	0		0
Public Warrants
Fair Value Disclosures [Line Items]
Transfers from level 3 to level 1					9,142,500
Private Placement Warrants [Member]
Fair Value Disclosures [Line Items]
Transfers from level 3 to level 1					5,743,400
US Treasury Securities
Fair Value Disclosures [Line Items]
Marketable securities held in Trust Account	$ 347,128,616		$ 347,128,616		$ 345,068,571

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Ordinary Shares Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning Balance at Dec. 31, 2020	$ 8,435	$ 863	$ 24,137	$ (16,565)
Beginning Balance (shares) at Dec. 31, 2020		8,625,000
Accretion for Class A ordinary shares to redemption amount	(41,752,143)		(24,137)	(41,728,006)
Net income (loss)	16,917,895			16,917,895
Ending Balance at Mar. 31, 2021	(24,825,813)	$ 863	0	(24,826,676)
Ending Balance (shares) at Mar. 31, 2021		8,625,000
Beginning Balance at Dec. 31, 2020	8,435	$ 863	24,137	(16,565)
Beginning Balance (shares) at Dec. 31, 2020		8,625,000
Net income (loss)	13,619,973
Ending Balance at Sep. 30, 2021	(28,123,735)	$ 863	0	(28,124,598)
Ending Balance (shares) at Sep. 30, 2021		8,625,000
Beginning Balance at Mar. 31, 2021	(24,825,813)	$ 863	0	(24,826,676)
Beginning Balance (shares) at Mar. 31, 2021		8,625,000
Net income (loss)	(8,217,020)			(8,217,020)
Ending Balance at Jun. 30, 2021	(33,042,833)	$ 863	0	(33,043,696)
Ending Balance (shares) at Jun. 30, 2021		8,625,000
Net income (loss)	4,919,098			4,919,098
Ending Balance at Sep. 30, 2021	(28,123,735)	$ 863	0	(28,124,598)
Ending Balance (shares) at Sep. 30, 2021		8,625,000
Beginning Balance at Dec. 31, 2021	(26,630,065)	$ 863	0	(26,630,928)
Beginning Balance (shares) at Dec. 31, 2021		8,625,000
Net income (loss)	8,313,840			8,313,840
Ending Balance at Mar. 31, 2022	(18,316,225)	$ 863	0	(18,317,088)
Ending Balance (shares) at Mar. 31, 2022		8,625,000
Beginning Balance at Dec. 31, 2021	(26,630,065)	$ 863	0	(26,630,928)
Beginning Balance (shares) at Dec. 31, 2021		8,625,000
Net income (loss)	3,834,467
Ending Balance at Sep. 30, 2022	(24,844,214)	$ 863	0	(24,845,077)
Ending Balance (shares) at Sep. 30, 2022		8,625,000
Beginning Balance at Mar. 31, 2022	(18,316,225)	$ 863	0	(18,317,088)
Beginning Balance (shares) at Mar. 31, 2022		8,625,000
Accretion for Class A ordinary shares to redemption amount	(330,530)			(330,530)
Net income (loss)	1,783,684			1,783,684
Ending Balance at Jun. 30, 2022	(16,863,071)	$ 863	0	(16,863,934)
Ending Balance (shares) at Jun. 30, 2022		8,625,000
Accretion for Class A ordinary shares to redemption amount	(1,798,086)		(80,000)	(1,718,086)
Cash provided in excess of fair value of Convertible Note – related party	80,000		80,000
Net income (loss)	(6,263,057)			(6,263,057)
Ending Balance at Sep. 30, 2022	$ (24,844,214)	$ 863	$ 0	$ (24,845,077)
Ending Balance (shares) at Sep. 30, 2022		8,625,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Fair Value Measurements - Summary of Key Inputs for Fair Value of Convertible Note (Detail) - Convertible Note	Sep. 30, 2022 yr
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	9.95
Strike price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	11.5
Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	5.31
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	0.016
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	0.0401