Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | BREEZE HOLDINGS ACQUISITION CORP. | ||
Entity Central Index Key | 0001817640 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity File Number | 001-39718 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-1849315 | ||
Entity Address, Address Line One | 955 W. John Carpenter Fwy. | ||
Entity Address, Address Line Two | Suite 100-929 | ||
Entity Address, City or Town | Irving | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75039 | ||
City Area Code | 619 | ||
Local Phone Number | 500-7747 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Common Stock, Shares Outstanding | 4,320,484 | ||
Entity Public Float | $ 48,957,224 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 688 | ||
Rights | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Rights exchangeable into one-twentieth of one share of common stock | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | BREZR | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | BREZ | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | BREZW |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 14,129 | $ 5,403 |
Due from Sponsor | 18,073 | 865 |
Prepaid expenses | 160,503 | 123,292 |
Prepayment - Franchise Taxes | 10,000 | |
Total Current Assets | 202,705 | 129,560 |
Cash and marketable securities held in Trust Account | 17,730,969 | 117,931,556 |
Total Assets | 17,933,674 | 118,061,116 |
Current liabilities | ||
Accounts payable and accrued expenses | 67,500 | 598,447 |
Franchise tax payable | 200,000 | |
Income tax payable | 2,089 | |
Due to Sponsor | 5,480,941 | 1,198,315 |
Total Current Liabilities | 5,550,530 | 1,996,762 |
Warrant liabilities | 1,184,750 | 7,108,500 |
Total Liabilities | 6,735,280 | 9,105,262 |
Commitments | ||
Common stock subject to possible redemption, 1,690,196 and 11,500,000 shares at redemption value as of December 31, 2022 and 2021, respectively | 17,730,156 | 117,875,000 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares and 3,140,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively (excluding 1,690,196 and 11,500,000 shares subject to possible redemption, respectively) | 315 | 315 |
Accumulated deficit | (6,532,077) | (8,919,461) |
Total Stockholders’ Deficit | (6,531,762) | (8,919,146) |
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | $ 17,933,674 | $ 118,061,116 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Common stock subject to possible redemption, shares at redemption value | 1,690,196 | 11,500,000 |
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 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,140,000 | 3,140,000 |
Common stock, shares outstanding | 3,140,000 | 3,140,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Operating and formation costs | $ 2,323,153 | $ 1,722,364 |
Loss from operations | (2,323,153) | (1,722,364) |
Other income (expense): | ||
Interest income | 813 | 764 |
Unrealized gain on marketable securities held in Trust Account | 188,903 | 47,076 |
Change in fair value of warrant liabilities | 5,923,750 | 10,378,500 |
Total other income (expenses), net | 6,113,466 | 10,426,340 |
Income before income taxes | 3,790,313 | 8,703,976 |
Income tax expense | (2,089) | |
Net income | $ 3,788,224 | $ 8,703,976 |
Basic weighted average shares outstanding | 9,294,000 | 14,631,082 |
Basic net income per share of Common Stock | $ 0.41 | $ 0.59 |
Diluted weighted average shares outstanding | 9,294,000 | 14,631,082 |
Diluted net income per share of Common Stock | $ 0.41 | $ 0.59 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Director | Consultant | Common Stock | Common Stock Consultant | Accumulated Deficit | Accumulated Deficit Director | Accumulated Deficit Consultant |
Beginning Balance at Dec. 31, 2020 | $ (16,948,972) | $ 313 | $ (16,949,285) | |||||
Beginning Balance, Shares at Dec. 31, 2020 | 3,125,000 | |||||||
Common stock issued | $ 401,000 | $ 74,850 | $ 2 | $ 401,000 | $ 74,848 | |||
Common stock issued, Shares | 15,000 | |||||||
Accretion of Common Stock to redemption value | (1,150,000) | (1,150,000) | ||||||
Net income | 8,703,976 | 8,703,976 | ||||||
Ending Balance at Dec. 31, 2021 | (8,919,146) | $ 315 | (8,919,461) | |||||
Ending Balance, Shares at Dec. 31, 2021 | 3,140,000 | |||||||
Common stock issued | $ 401,000 | |||||||
Accretion of Common Stock to redemption value | (1,400,840) | (1,400,840) | ||||||
Net income | 3,788,224 | 3,788,224 | ||||||
Ending Balance at Dec. 31, 2022 | $ (6,531,762) | $ 315 | $ (6,532,077) | |||||
Ending Balance, Shares at Dec. 31, 2022 | 3,140,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 3,788,224 | $ 8,703,976 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest and unrealized gain on marketable securities held in Trust Account | (189,716) | (47,076) |
Change in fair value of warrant liabilities | (5,923,750) | (10,378,500) |
Compensation expense for common stock purchased by Directors from Sponsor | 401,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expense | (54,419) | 36,084 |
Long-term liabilities | 95,790 | (111,926) |
Accounts payable and accrued expenses | (530,947) | 531,183 |
Franchise tax payable | (210,000) | 176,844 |
Income tax payable | 2,089 | |
Net cash provided by (used in) operating activities | (3,022,729) | (688,415) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (1,400,840) | (1,150,000) |
Cash withdrawn from Trust Account to redeeming shareholders | 101,545,684 | |
Cash withdrawn from Trust Account to pay franchise and income taxes | 231,246 | |
Net cash used in investing activities | 100,376,090 | (1,150,000) |
Cash Flows from Financing Activities: | ||
Proceeds from short-term working capital loan - related party | 2,800,209 | |
Proceeds from promissory note – related party | 1,400,840 | 1,150,000 |
Redemptions of common stock | (101,545,684) | |
Net cash provided by (used in) financing activities | (97,344,635) | 1,150,000 |
Net Change in Cash | 8,726 | (688,415) |
Cash – Beginning of period | 5,403 | 693,818 |
Cash – End of period | 14,129 | 5,403 |
Supplemental disclosure of non-cash financing activities: | ||
Compensation expense for common stock purchased by Directors from Sponsor | 401,000 | |
Common stock issued to Consultant | 74,850 | |
Accretion of common stock subject to redemption value | $ 1,400,840 | $ 1,150,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Breeze Holdings Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from June 11, 2020 (inception) through December 31, 2020, and the years ended December 31, 2021 and 2022, relate to the Company’s formation, the Initial Public Offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and from changes in the fair value of its warrant liability. The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 25, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $115,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,425,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and I-Bankers Securities, Inc., generating gross proceeds of $5,425,000, which is described in Note 4. Following the closing of the Initial Public Offering on November 25, 2020, an amount of $116,725,000 ($10.15 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, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below. Transaction costs incurred in connection with the Initial Public Offering amounted to $4,099,907, consisting of $2,300,000 of underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs. As of December 31, 2022, cash of $14,129 was held outside of the Trust Account and was available for working capital purposes. 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to stockholders who 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 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, 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 stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased by it during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, regardless of whether they vote for or against a Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 seeking redemption rights with respect to 10% or more of the Public Shares, without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by November 25, 2021 (which can be extended up to 6 months) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (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 its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. On November 22, 2021, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $1,150,000 (the “Extension Payment”), representing $0.10 per public share, into the Trust Account to extend the date by which the Company has to consummate a business combination from November 25, 2021 to February 25, 2022. The Sponsor loaned the Extension Payment to the Company in exchange for a promissory note in the amount of the Extension Payment. The loan under the promissory note is non-interest bearing and will be repaid upon the consummation of a business combination. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension. On February 22, 2022, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $1,150,000 (the “Second Extension Payment”), representing $0.10 per public share, into the Trust Account to extend the date by which the Company has to consummate a business combination from February 25, 2022 to May 25, 2022. The Sponsor loaned the Second Extension Payment to the Company in exchange for a promissory note in the amount of the Second Extension Payment. The loan under the promissory note is non-interest bearing and will be repaid upon the consummation of a business combination. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension. On May 5, 2022, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to September 26, 2022 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.35 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 6,732,987 shares of the Company’s common stock were redeemed for $69,700,628, (the “Redemption”). On May 10, 2022, $109,000 was withdrawn from the Trust Account for payment of franchise and income taxes. On September 13, 2022, the Company held its annual stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to March 26, 2023 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.35 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 3,076,817 shares of the Company’s common stock were redeemed for $31,845,056 and on September 8, 2022, $122,247 was withdrawn from the Trust Account for payment of franchise and income taxes. At the annual meeting of the Company held on September 13, 2022, the Company’s stockholders approved (i) a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “A&R COI”) to authorize the Company to extend the date of September 26, 2022, up to six (6) times for an additional one (1) month each time (ultimately until as late as March 26, 2023) by which the Company must (a) consummate a merger, capital stock exchange, asset, stock purchase, reorganization or other similar business combination, which we refer to as our initial business combination, or (b) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem all of the shares of common stock of the Company included as part of the units sold in the Company’s initial public offering that was consummated on November 25, 2020, and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company. The amended Trust Agreement authorizes the Company’s Board of Directors to extend the time to complete the Business Combination up to six (6) times for an additional one (1) month each time (for a maximum of six one-month extensions), upon the deposit into the Trust Account of $0.035 for each outstanding public share by the Sponsor or its designees on or prior to September 26, 2022 or such other date as may be extended. Breeze executed its first one-month extension of September 26, 2022 depositing $59,157 in the Trust Account. On October 21, November 23, and December 20, 2022 Breeze executed the second, third and fourth one-month extensions through January 26, 2023. On January 25, 2023 and February 23, 2023, Breeze executed the fifth and sixth one-month extensions depositing $59,157 in the Trust Account for each monthly extension through March 26, 2023. The Company held a meeting of its stockholders on March 22, 2023 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of March 26, 2023, up to six (6) times for an additional one (1) month each time (ultimately until as late as September 26, 2023), and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company. The Company will have until September 26, 2023 (unless the Company’s shareholders approve a proposal to amend the A&R COI to permit an extension of up to six additional one month periods) to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (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 stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware 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. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.35 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, 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 (except 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. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.35 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, 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 (except 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. On October 31, 2022, Breeze Holdings Acquisition Corp., a Delaware corporation (“Breeze”), entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Breeze, BH Velocity Merger Sub Inc., a Texas corporation and a direct, wholly-owned subsidiary of Breeze (“Merger Sub”), and TV Ammo, Inc., a Texas corporation (“TV Ammo”). The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Breeze, Merger Sub, and TV Ammo. The Merger Agreement provides that, among other things, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into TV Ammo (the “Merger”), with TV Ammo surviving as a wholly-owned subsidiary of Breeze. In connection with the Merger, Breeze will change its name to “True Velocity, Inc.” The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.” The Business Combination is expected to close in the second or third quarter of 2023, subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental approvals and the required approval by the stockholders of Breeze and TV Ammo. The aggregate consideration to be received by the TV Ammo Equity Holders is based on a pre-transaction equity value of $1,185,234,565 and results in a combined company equity value of $1,249,556,817. In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time, (a) each share of issued and outstanding TV Ammo common stock, par value $0.01 (“TV Ammo Common Stock”), shall be cancelled and converted into a number of shares of True Velocity common stock, par value $0.0001 (“True Velocity Common Stock”), equal to the Exchange Ratio, (b) each option to purchase shares of TV Ammo Common Stock (each, a “TV Ammo Option”) shall be assumed and converted into an option to purchase a number of shares of True Velocity Common Stock (each, a “True Velocity Option”) equal to the number of shares of TV Ammo Common Stock subject to such TV Ammo Option, multiplied by the Exchange Ratio, at an exercise price per share equal to the exercise price per share in effect immediately before the Effective Time, divided by the Exchange Ratio, (c) each restricted stock unit in respect of shares of TV Ammo Common Stock (each, a “TV Ammo RSU”) shall be assumed and converted into a restricted stock unit in respect of a number of shares of True Velocity Common Stock (each, a “True Velocity RSU”) equal to the number of shares of TV Ammo Common Stock subject to such TV Ammo RSU, multiplied by the Exchange Ratio, and (d) The Earnout Shares will be issued at the Closing and subject to forfeiture. One-half of the Earnout Shares shall become fully vested and no longer subject to forfeiture if, during the three-year The parties have agreed to take actions such that, effective immediately after the Closing of the Business Combination, Breeze’s board of directors shall consist of seven directors, consisting of two Breeze designees (at least one of whom shall be an “independent director”), four TV Ammo designees (at least three of whom shall be “independent directors”) and the chief executive officer of the combined company. Additionally, certain current TV Ammo management personnel will become officers of Breeze. To qualify as an “independent director” under the Merger Agreement, a designee shall both (i) qualify as “independent” under the rules of the Nasdaq Stock Market and (ii) not have had any business relationship with either Breeze or TV Ammo or any of their respective subsidiaries, including as an officer or director thereof, other than for a period of less than six months prior to the date of the Merger Agreement. The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including, among others, covenants providing for (i) certain limitations on the operation of the parties’ respective businesses prior to consummation of the Business Combination, (ii) the parties’ efforts to satisfy conditions to consummation of the Business Combination, including by obtaining necessary approvals from governmental agencies (including U.S. federal antitrust authorities and under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”)), (iii) prohibitions on the parties soliciting alternative transactions, (iv) Breeze preparing and filing a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) and taking certain other actions to obtain the requisite approval of Breeze’s stockholders to vote in favor of certain matters, including the adoption of the Merger Agreement and approval of the Business Combination, at a special meeting to be called for the approval of such matters, and (v) the protection of, and access to, confidential information of the parties. In addition, Breeze has agreed to adopt an equity incentive plan, as described in the Merger Agreement. The obligations of Breeze and TV Ammo to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) the approval of Breeze’s stockholders, (iii) the approval of TV Ammo’s stockholders, and (iv) Breeze’s Form S-4 registration statement becoming effective. In addition, the obligations of Breeze and Merger Sub to consummate the Business Combination are also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of TV Ammo being true and correct to the standards applicable to such representations and warranties and each of the covenants of TV Ammo having been performed or complied with in all material respects, (ii) delivery of certain ancillary agreements required to be executed and delivered in connection with the Business Combination; and (iii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred. The obligation of TV Ammo to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Breeze and Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of Breeze and Merger Sub having been performed or complied with in all material respects, (ii) the shares of Breeze Common Stock issuable in connection with the Business Combination being listed on the Nasdaq Stock Market, and (iii) Breeze having cash on hand (inclusive of proceeds from certain permitted financings) of at least $30,000,000 (after deducting any amounts paid to Breeze stockholders that exercise their redemption rights in connection with the Business Combination and net of certain transaction expenses incurred or subject to reimbursement by the Sponsor). If Breeze’s cash on hand is less than $30,000,000, (a) after the Breeze stockholder meeting to approve the Business Combination, Breeze may sell additional shares of Breeze Common Stock to investors for not less than $10.00 per share, and (b) after the deadline for Breeze stockholders to elect to redeem their Breeze Common Stock in connection with the Business Combination, Breeze may, with the consent of TV Ammo, enter into agreements incentivizing redeeming stockholders to unwind their election to redeem. The Sponsor has agreed to forfeit up to 20% of its shares of Breeze Common Stock to allow Breeze to offer shares in connection with any such incentive agreements. The Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing of the Business Combination, including, but not limited to, (i) by mutual written consent of Breeze and TV Ammo, (ii) by Breeze, on the one hand, or TV Ammo, on the other hand, if there is any breach of the representations, warranties, covenant or agreement of the other party as set forth in the Merger Agreement, in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by either Breeze or TV Ammo if the Business Combination is not consummated by April 28, 2023, provided the failure to close by such date is not due to a breach by the terminating party, (iv) by either Breeze or TV Ammo if a meeting of Breeze’s stockholders is held to vote on proposals relating to the Business Combination and the stockholders do not approve the proposals, and (v) by Breeze if the TV Ammo stockholders do not approve the Merger Agreement. Under certain circumstances as described further in the Merger Agreement, if the Merger Agreement is validly terminated by Breeze, TV Ammo will pay Breeze a fee equal to the actual documented expenses incurred by Breeze in connection with the Business Combination of up to $1,000,000. A copy of the Merger Agreement is included as Exhibit 2.1 in our Current Report filed with the SEC on Form 8-K on November 1, 2022 and is incorporated herein by reference, and the foregoing description of the Merger Agreement is qualified in its entirety by reference thereto. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Breeze does not believe that these schedules contain information that is material to an investment decision. The Merger Agreement contemplates that TV Ammo may enter into agreements to raise capital prior to the Closing of the Business Combination for aggregate gross proceeds of up to $100,000,000 (the “Permitted Financing”). Concurrently with the execution of the Merger Agreement, Breeze, TV Ammo and the Breeze Initial Stockholders executed the Sponsor Support Agreement, pursuant to which, among other things, the Breeze Initial Stockholders: (a) agreed to vote all of their shares of Breeze Common Stock in favor of the Breeze Proposals, including the adoption of the Merger Agreement and the approval of the Transactions and the Extension Proposal; (b) agreed to vote against any other matter, action, agreement, transaction or proposal that would reasonably be expected to result in (i) a breach of any of Breeze’s or Merger Sub’s representations, warranties, covenants, agreements or obligations under the Merger Agreement or (ii) any of the mutual or TV Ammo conditions to the Closing in the Merger Agreement not being satisfied; (c) (i) waived, subject to and conditioned upon the Closing and to the fullest extent permitted by applicable law and the Breeze organizational documents, and (ii) agreed not to assert or perfect, any rights to adjustment or other anti-dilution protections to which such Breeze Initial Stockholder may be entitled in connection with the Merger or the other Transactions or the Extension Proposal; (d) agreed to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable laws to consummate the Merger and the other Transactions on the terms and subject to the conditions set forth in the Merger Agreement prior to any valid termination of the Merger Agreement; (e) agreed not to transfer or pledge any of their shares of Breeze Common Stock, or enter into any arrangement with respect thereto, after the execution of the Merger Agreement and prior to the Closing Date, subject to certain customary conditions and exceptions; and (f) waived their rights to redeem any of their shares of Breeze Common Stock in connection with the approval of the Breeze Proposals and the Extension Proposal. Additionally, the Sponsor has agreed to: (a) forfeit for no consideration up to 20% of the aggregate shares of Breeze Common Stock held by it if Breeze reasonably determines that the issuance of additional shares of Breeze Common Stock to investors or Redeeming Stockholders (at a price per share not to be less than $10.00) would be reasonably required (i) to cause the Breeze Cash on Hand to be at least equal to the Minimum Cash Amount or (ii) to secure any Additional Financing; (b) forfeit for no consideration up to 20% of the aggregate shares of Breeze Common Stock held by it if, on the six month anniversary of the Closing, the sum of (i) the Breeze Cash on Hand plus (ii) the funds requested or received under the At-the-Market Facility (or other similar equity |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of the financial statements in conformity with 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 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 December 31, 2022 and December 31, 2021. Cash and marketable securities held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were U.S. Treasury securities. The Company accounts for its securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320, “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains/losses, if any, recognized in the statement of operations. Common stock subject to possible redemption All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. Therefore, all of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public offering have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are recorded as charges to additional paid-in capital and, if necessary, accumulated deficit. As of December 31, 2022, the common stock reflected in the balance sheet are reconciled in the following table: Common stock subject to possible redemption – December 31, 2020 $ 116,725,000 Plus: Accretion of Common stock to redemption value 1,150,000 Common stock subject to possible redemption – December 31, 2021 117,875,000 Plus: Accretion of Common stock to redemption value 1,150,000 Common stock subject to possible redemption – March 31, 2022 119,025,000 Plus: Accretion of Common stock to redemption value 14,213 Less: Common stock redeemed May 5, 2022 (69,700,628 ) Common stock subject to possible redemption – June 30, 2022 49,338,585 Plus: Accretion of Common stock to redemption value 59,157 Less: Common stock redeemed September 13, 2022 (31,845,056 ) Common stock subject to possible redemption – September 30, 2022 17,552,686 Plus: Accretion of Common stock to redemption value 177,470 Common stock subject to possible redemption – December 31, 2022 $ 17,730,156 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $4,099,907 as a result of the Initial Public Offering (consisting of a $2,300,000 underwriting fee, $1,322,350 of representative founder share offering costs, and $477,557 of other offering costs). The Company recorded $3,704,282 of offering costs as a reduction of equity in connection with the shares of common stock and public rights included in the Units. The Company immediately expensed $395,625 of offering costs in connection with the Public Warrants and Private Placement that were classified as liabilities. Warrant liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date thereafter in accordance with ASC 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the statement of operations in the period of change. Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net income (loss) per share Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one class of shares in calculating net income (loss) per share of common stock. As a result, the calculated net income (loss) per share is the same for redeemable and non-redeemable shares of common stock. At December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Twelve Months Ended December 31, 2022 For the Twelve Months Ended December 31, 2021 Numerator: Net income $ 3,788,224 $ 8,703,976 Denominator: Weighted average shares Common Stock 9,294,000 14,631,082 Basic and diluted net income per share Common Stock $ 0.41 $ 0.59 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 Corporate coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature. 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 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Balance Sheet as of December 31, 2022 and December 31, 2021. This change in classification does not affect previously reported amounts on the Balance Sheets presented or other statements herein. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 10,000,000 units at a price of $10.00 per unit (the “Units”) on November 23, 2020, for an aggregate purchase price of $100,000,000. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, one Right (the “Rights”) to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination and one redeemable warrant (the “Warrants”). In connection with the underwriters’ exercise of the over-allotment option on November 25, 2020, the Company sold an additional 1,500,000 Units, at a purchase price of $10.00 per Unit. Each Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 18 months from the closing of the Initial Public Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the 18-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and I-Bankers purchased an aggregate of 5,425,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,425,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, certain of the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party | Note 5 — Related Party Founder Shares In June 2020, the Sponsor purchased 100 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On July 15, 2020, the Sponsor effected a 28,750-for-1 forward stock split and, as a result, our initial shareholders held 2,875,000 Founder Shares as of the date of our initial public offering. The 2,875,000 Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a one-for-one The Sponsor and each holder of Founder Shares have agreed The Company had agreed with each of its four independent directors (the “Directors”) subsequent to incorporation of the Company to provide them the right to each purchase 25,000 Founder Shares with a par value of $0.0001 of the Company from Breeze Sponsor, LLC (the “Sponsor”). The Directors each exercised their right in full on July 6, 2021 and purchased 100,000 shares (25,000 per each Director) of the Founder Shares from Sponsor for a total of $10 in the aggregate. Sponsor has agreed to transfer 15,000 shares of its common stock to each of the Directors upon the closing of a Business Combination by the Company, with such shares currently beneficially owned by Sponsor. The sale or allocation of the Founders Shares to the Company’s Directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 100,000 shares purchased by the Company’s Directors was $401,000 or $4.01 per share. The compensation expense related to these share purchases was recorded in full on the grant date of July 6, 2021 for a total of $401,000. T his expense is included within operating and formation costs on the statement of operations for the year ended December 31, 2021. Administrative Support Agreement The Company entered into an agreement whereby, commencing on November 23, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $5,000 per month for office space, utilities and secretarial and administrative support services. For the year ending December 31, 2022 and 2021 the Company incurred $60,000, and $60,000, respectively, in fees for these services, of which such amounts are included in accounts payable and accrued expenses in the accompanying balance sheets. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loan. On February 1, 2022 (as amended), the Company signed a Promissory Note with Sponsor, with a Maturity Date of March 26, 2023, for a total of up to $1,500,000. On October 1, 2022, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of September 26, 2023 for a total of up to $4,000,000. As of December 31, 2022, the amount outstanding under this Promissory Note was $2,800,209 for direct working capital, and $236,628 for monthly SPAC extension funds for the month of September 2022 through December, 2022 for a total of $3,036,837 from Sponsor. The Promissory Note is non-interest bearing and payable on the earlier of (i) the consummation of an initial Business Combination, or (ii) September 26, 2023. The Company had 12 months from the closing of the Initial Public Offering to consummate its initial Business Combination. However, by resolution of its board, requested by the Sponsor, the Company extended the period of time to consummate a Business Combination two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination). The Sponsor deposited additional funds into the Trust Account in order to extend the time available for the Company to consummate its initial Business Combination. The Sponsor deposited into the Trust Account for each three-month one-month Representative and Consultant Shares Pursuant to the underwriting agreement (the “Underwriting Agreement”) between the Company and I-Bankers Securities (the “Representative”), on November 23, 2020, the Company issued to the Representative and its designee 250,000 shares of common stock and separately agreed to issue the Company’s Consultant 15,000 shares of common stock for nominal consideration in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In August 2021, the Company issued to the Consultant such Consultant Shares. The Company accounts for the Representative Shares and Consultant Shares as a deferred offering cost of the Initial Public Offering. Accordingly, the offering cost will be 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 the Warrants will be expensed immediately in the statement of operations, while offering costs allocated to the redeemable Public Shares will be deferred and subsequently charged to temporary stockholders’ equity upon the completion of the Initial Public Offering. The Company estimated the fair value of the Representative Shares and Consultant Shares to be $1,322,350 based upon the price of the common stock issued ($4.99 per share) to the Representative and Consultant. The holders of the Representative Shares and Consultant Shares have agreed not to transfer, assign or sell any such shares until the later of (i) 30 days after the completion of a Business Combination and 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative Shares and Consultant Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement . In addition, the holders of Representative Shares and Consultant Shares have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the time specified in the certificate of incorporation. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | Note 6 — Commitments Registration and Stockholder Rights Pursuant to a registration rights and stockholder agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration and stockholder rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s common stock). The holders of the majority 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 the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In the case of the private placement warrants and representative shares issued to I-Bankers Securities, the demand registration rights provided will not be exercisable for longer than five years from the effective date of the registration statement in compliance with FINRA Rule 5110(g)(8)(C) and the piggyback registration right provided will not be exercisable for longer than seven years from the effective date of the registration statement in compliance with FINRA Rule 5110(g)(8)(D). The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On November 25, 2020, the underwriters fully exercised their over-allotment option to purchase an additional 1,500,000 Units at $10.00 per Unit. Business Combination Marketing Agreement The Company has engaged I-Bankers Securities, Inc. as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers Securities, Inc. a cash fee for such services upon the consummation of a Business Combination in an amount equal to 2.75% of the gross proceeds of Initial Public Offering, or $3,162,500. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | Note 7 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares are issued upon exercise of the Public Warrants. The Public Warrants are exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. We will not be obligated to deliver any shares of common stock 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 shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis . We have agreed that as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our reasonable best efforts to file, and within 60 business days after the closing of our initial business combination, to have declared effective, a registration statement relating to the shares of common stock issuable upon exercise of the warrants and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if our common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, we may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and • if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders. We may not redeem the warrants when a holder may not exercise such warrants. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of common stock to be issued to the warrant holder. The private placement warrants (including the common stock issuable upon exercise of the private placement warrants) will (with limited exceptions) not be transferable, assignable or salable until 30 days after the completion of our initial business combination and they will not be redeemable by us so long as they are held by the original holders or their permitted transferees. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the public units. If the private placement warrants are held by holders other than the original holders or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in our IPO. The Sponsor and I-Bankers Securities purchased from the Company an aggregate of 5,425,000 Warrants at a price of $1.00 per Warrant (a purchase price of $5,425,000), in a private placement that occurred simultaneously with the completion of the Initial Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of common stock at $ 11.50 . The purchase price of the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the original holders or their permitted transferees. If the Private Placement Warrants are held by someone other than the original holders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants included in the Units being sold in the Initial Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are substantially identical to those of the Warrants being sold as part of the Units in the Initial Public Offering . If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distributions to the public stockholders and the Warrants issued to the Sponsor and I-Bankers Securities will expire worthless. As of December 31, 2022 and 2021, there were 11,500,000 Public Warrants and 5,425,000 Private Placement Warrants outstanding. The Company classifies the outstanding Public Warrants and Private Placement Warrants as warrant liabilities on the balance sheet in accordance with the guidance contained in ASC 815-40. The warrant liabilities were initially measured at fair value upon the closing of the Initial Public Offering and subsequently re-measured at each reporting period using a Monte Carlo model. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The Company recognized gains in connection with changes in the fair value of warrant liabilities of $5,923,750 and $10,378,500 within change in fair value of warrant liabilities in the statement of operations for the years ended December 31, 2022 and 2021, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 8 — Stockholders’ Deficit Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding. Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 3,140,000 and 3,140,000 shares of common stock issued and outstanding, respectively, excluding 1,690,196 and 11,500,000 shares of common stock subject to possible redemption. Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one-twentieth ( 1/20 The Company will not issue fractional shares in connection with an exchange of Rights. As a result, the holders of the Rights must hold Rights in multiples of 20 in order to receive shares for all of the holders’ Rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any of such funds with respect to their Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Rights, and the Rights will expire worthless. Additionally, in no event will the Company be required to net cash settle the Rights. Accordingly, the Rights may expire worthless. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 — Income Taxes The Company’s net deferred tax assets are as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carryforwards $ 23,712 $ 36,963 Capitalized start-up costs 598,616 302,805 Unrealized gain on investments — (2,107 ) Total deferred tax assets 622,328 337,661 Valuation allowance (622,328 ) (337,661 ) Deferred tax assets, net of valuation allowance $ — $ — The income tax provisions for the year ended December 31, 2022 and 2021 consists of the following: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Federal Current $ 2,089 $ — Deferred (284,667 ) (267,403 ) State Current — — Deferred — — Change in valuation allowance 284,667 267,403 Income tax provision $ 2,089 $ — As of December 31, 2022, and December 31, 2021, the Company had available a U.S. federal operating loss carry forward of approximately $112,915 and $176,014, respectively, that may be carried forward indefinitely. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. As of December 31, 2022 and 2021, the valuation allowance was $622,328 and $337,661, respectively. A reconciliation of the U.S. federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 Statutory U.S. Federal income tax rate 21.00 % 21.00 % Change in fair market value of warrant liabilities (32.82 )% (25.00 )% Previous tax year adjustment 1.91 % — Non-deductible transaction costs 2.46 % 1.00 % Change in valuation allowance 7.51 % 3.00 % Income tax provision 0.06 % 0.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value of warrants, incentive stock option compensation and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal and Texas jurisdictions, both of which remain open and subject to examination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level 1 Level 2 Level 3 Assets Investment held in Trust Account: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund $ 17,730,969 $ — $ — Liabilities Warrant liability – Public Warrants $ 805,000 $ — $ — Warrant liability – Private Placement Warrants $ — $ — $ 379,750 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level 1 Level 2 Level 3 Assets Investment held in Trust Account: Marketable securities held in Trust Account - U.S. Treasury securities Money Market Fund $ 117,931,556 $ — $ — Liabilities Warrant liability - Public Warrants $ 4,830,000 $ — $ — Warrant liability - Private Placement Warrants $ — $ — $ 2,278,500 The Company utilized a Monte Carlo simulation model for the initial valuation the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2022 and 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker BREZW. The quoted price of the Public Warrants was $0.07 and $0.42 per warrant as of December 31, 2022 and 2021, respectively. The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants: As of December 31, 2022 As of December 31, 2021 Stock price $ 10.43 $ 10.21 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 25.2 % 100 % Dividend yield — — Term (in years) 5.32 5.40 Volatility 0.5 % 6.7 % Risk-free rate 3.99 % 1.3 % Fair value of warrants $ 0.07 $ 0.42 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2021 $ 2,278,500 $ 4,830,000 $ 7,108,500 Change in valuation inputs or other assumptions (1,898,750 ) (4,025,000 ) (5,923,750 ) Fair value as of December 31, 2022 $ 379,750 $ 805,000 $ 1,184,750 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 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 financial statements were issued. Based upon this review, the Company did not, except as described in these financial statements and below, identify any other subsequent events that would have required adjustment or disclosure in the financial statements. The amended Trust Agreement authorizes the Company’s Board of Directors to extend the time to complete the Business Combination up to six (6) times for an additional one (1) month each time (for a maximum of six one-month extensions), upon the deposit into the Trust Account of $0.035 for each outstanding public share by the Sponsor or its designees on or prior to September 26, 2022 or such other date as may be extended. Breeze executed its first one month extension on September 22, 2022 depositing $59,157 in the Trust Account. Breeze executed the second, third, and fourth one month extensions through January 26, 2023. On January 25, 2023 and February 23, 2023, Breeze executed the fifth and sixth one month extensions depositing $59,157 in the Trust Account for each monthly extension through March 26, 2023. The Company has scheduled a meeting of its stockholders for March 22, 2023 to consider (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of March 26, 2023, up to six (6) times for an additional one (1) month each time (ultimately until as late as September 26, 2023). On March 22, 2023, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to September 26, 2023 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.56 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 509,712 shares of the Company’s common stock were redeemed for $5,395,929, with 4,320,484 shares of common stock remaining outstanding after Redemption; 1,180,484 of the 4,320,484 shares of common stock remaining outstanding after redemption (the “Public Shares”) are owned by the public stockholders. The public stockholders will continue to have the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination at a per-share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. Following the redemptions, approximately $12.5 million remained on deposit in our Trust Account. At the meeting of the Company held on March 22, 2023, the Company’s stockholders approved (i) a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “A&R COI”) to authorize the Company to extend the date of March 26, 2023, up to six (6) times for an additional one (1) month each time (ultimately until as late as September 26, 2023) by which the Company must (a) consummate a merger, capital stock exchange, asset, stock purchase, reorganization or other similar business combination, which we refer to as our initial business combination, or (b) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem all of the shares of common stock of the Company included as part of the units sold in the Company’s initial public offering that was consummated on November 25, 2020, and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company. The amended Trust Agreement authorizes the Company’s Board of Directors to extend the time to complete the Business Combination up to six (6) times for an additional one (1) month each time (for a maximum of six one-month extensions), upon the deposit into the Trust Account of $0.035 for each outstanding public share by the Sponsor or its designees on or prior to September 26, 2023 or such other date as may be extended. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of estimates The preparation of the 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and December 31, 2021. |
Cash and marketable securities held in Trust Account | Cash and marketable securities held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were U.S. Treasury securities. The Company accounts for its securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320, “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains/losses, if any, recognized in the statement of operations. |
Common stock subject to possible redemption | Common stock subject to possible redemption All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. Therefore, all of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public offering have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are recorded as charges to additional paid-in capital and, if necessary, accumulated deficit. As of December 31, 2022, the common stock reflected in the balance sheet are reconciled in the following table: Common stock subject to possible redemption – December 31, 2020 $ 116,725,000 Plus: Accretion of Common stock to redemption value 1,150,000 Common stock subject to possible redemption – December 31, 2021 117,875,000 Plus: Accretion of Common stock to redemption value 1,150,000 Common stock subject to possible redemption – March 31, 2022 119,025,000 Plus: Accretion of Common stock to redemption value 14,213 Less: Common stock redeemed May 5, 2022 (69,700,628 ) Common stock subject to possible redemption – June 30, 2022 49,338,585 Plus: Accretion of Common stock to redemption value 59,157 Less: Common stock redeemed September 13, 2022 (31,845,056 ) Common stock subject to possible redemption – September 30, 2022 17,552,686 Plus: Accretion of Common stock to redemption value 177,470 Common stock subject to possible redemption – December 31, 2022 $ 17,730,156 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $4,099,907 as a result of the Initial Public Offering (consisting of a $2,300,000 underwriting fee, $1,322,350 of representative founder share offering costs, and $477,557 of other offering costs). The Company recorded $3,704,282 of offering costs as a reduction of equity in connection with the shares of common stock and public rights included in the Units. The Company immediately expensed $395,625 of offering costs in connection with the Public Warrants and Private Placement that were classified as liabilities. |
Warrant Liabilities | Warrant liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date thereafter in accordance with ASC 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the statement of operations in the period of change. |
Income Taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net income (loss) per share | Net income (loss) per share Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one class of shares in calculating net income (loss) per share of common stock. As a result, the calculated net income (loss) per share is the same for redeemable and non-redeemable shares of common stock. At December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Twelve Months Ended December 31, 2022 For the Twelve Months Ended December 31, 2021 Numerator: Net income $ 3,788,224 $ 8,703,976 Denominator: Weighted average shares Common Stock 9,294,000 14,631,082 Basic and diluted net income per share Common Stock $ 0.41 $ 0.59 |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporate coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair value of financial instruments | Fair value of financial instruments The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature. 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 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. |
Recent accounting pronouncements | Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Balance Sheet as of December 31, 2022 and December 31, 2021. This change in classification does not affect previously reported amounts on the Balance Sheets presented or other statements herein. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Common Stock Subject to Possible Redemption | As of December 31, 2022, the common stock reflected in the balance sheet are reconciled in the following table: Common stock subject to possible redemption – December 31, 2020 $ 116,725,000 Plus: Accretion of Common stock to redemption value 1,150,000 Common stock subject to possible redemption – December 31, 2021 117,875,000 Plus: Accretion of Common stock to redemption value 1,150,000 Common stock subject to possible redemption – March 31, 2022 119,025,000 Plus: Accretion of Common stock to redemption value 14,213 Less: Common stock redeemed May 5, 2022 (69,700,628 ) Common stock subject to possible redemption – June 30, 2022 49,338,585 Plus: Accretion of Common stock to redemption value 59,157 Less: Common stock redeemed September 13, 2022 (31,845,056 ) Common stock subject to possible redemption – September 30, 2022 17,552,686 Plus: Accretion of Common stock to redemption value 177,470 Common stock subject to possible redemption – December 31, 2022 $ 17,730,156 |
Calculation of Basic and Diluted Net Income per Common Share | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Twelve Months Ended December 31, 2022 For the Twelve Months Ended December 31, 2021 Numerator: Net income $ 3,788,224 $ 8,703,976 Denominator: Weighted average shares Common Stock 9,294,000 14,631,082 Basic and diluted net income per share Common Stock $ 0.41 $ 0.59 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Components of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carryforwards $ 23,712 $ 36,963 Capitalized start-up costs 598,616 302,805 Unrealized gain on investments — (2,107 ) Total deferred tax assets 622,328 337,661 Valuation allowance (622,328 ) (337,661 ) Deferred tax assets, net of valuation allowance $ — $ — |
Provisions for Income Taxes | The income tax provisions for the year ended December 31, 2022 and 2021 consists of the following: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Federal Current $ 2,089 $ — Deferred (284,667 ) (267,403 ) State Current — — Deferred — — Change in valuation allowance 284,667 267,403 Income tax provision $ 2,089 $ — |
Reconciliation of U.S Federal Income Tax Rate | A reconciliation of the U.S. federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 Statutory U.S. Federal income tax rate 21.00 % 21.00 % Change in fair market value of warrant liabilities (32.82 )% (25.00 )% Previous tax year adjustment 1.91 % — Non-deductible transaction costs 2.46 % 1.00 % Change in valuation allowance 7.51 % 3.00 % Income tax provision 0.06 % 0.00 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level 1 Level 2 Level 3 Assets Investment held in Trust Account: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund $ 17,730,969 $ — $ — Liabilities Warrant liability – Public Warrants $ 805,000 $ — $ — Warrant liability – Private Placement Warrants $ — $ — $ 379,750 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level 1 Level 2 Level 3 Assets Investment held in Trust Account: Marketable securities held in Trust Account - U.S. Treasury securities Money Market Fund $ 117,931,556 $ — $ — Liabilities Warrant liability - Public Warrants $ 4,830,000 $ — $ — Warrant liability - Private Placement Warrants $ — $ — $ 2,278,500 |
Significant Inputs for Fair Value | The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants: As of December 31, 2022 As of December 31, 2021 Stock price $ 10.43 $ 10.21 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 25.2 % 100 % Dividend yield — — Term (in years) 5.32 5.40 Volatility 0.5 % 6.7 % Risk-free rate 3.99 % 1.3 % Fair value of warrants $ 0.07 $ 0.42 |
Changes in Fair Value of Warrants Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2021 $ 2,278,500 $ 4,830,000 $ 7,108,500 Change in valuation inputs or other assumptions (1,898,750 ) (4,025,000 ) (5,923,750 ) Fair value as of December 31, 2022 $ 379,750 $ 805,000 $ 1,184,750 |
Description of Organization a_2
Description of Organization and Business of Operations - Additional Information (Details) | 12 Months Ended | |||||||||||
Nov. 09, 2022 $ / shares | Oct. 31, 2022 USD ($) Director $ / shares shares | Sep. 13, 2022 USD ($) $ / shares shares | Sep. 08, 2022 USD ($) | May 10, 2022 USD ($) | May 05, 2022 USD ($) $ / shares shares | Nov. 25, 2020 USD ($) $ / shares shares | Nov. 22, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Feb. 22, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Nov. 22, 2021 USD ($) $ / shares | |
Organization And Basis Of Operations [Line Items] | ||||||||||||
Warrants sold during period | shares | 5,425,000 | |||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | |||||||||||
Net proceeds placed in Trust Account | $ 17,730,969 | $ 117,931,556 | ||||||||||
Transaction costs | $ 4,099,907 | |||||||||||
Underwriting fees | 2,300,000 | |||||||||||
Other offering costs | 477,557 | |||||||||||
Cash held outside Trust Account | $ 14,129 | $ 5,403 | ||||||||||
Aggregate fair market value as percentage of assets held in Trust Account | 80% | |||||||||||
Percentage of outstanding voting securities to be owned or acquired post-transaction | 50% | |||||||||||
Stock redemption price per share | $ / shares | $ 10.35 | $ 10.35 | $ 10.15 | |||||||||
Minimum net intangible assets required for business combination | $ 5,000,001 | |||||||||||
Restriction on redeeming shares in case of stockholder approval of business combination | 10% | |||||||||||
Business combination incomplete, percentage of stock redemption | 100% | |||||||||||
Number of common stock redeemed | shares | 3,076,817 | 6,732,987 | ||||||||||
Number of common stock redeemed, value | $ 31,845,056 | $ 69,700,628 | ||||||||||
Cash withdrawn from trust account | $ 122,247 | $ 109,000 | ||||||||||
Trust account outstanding public share | $ / shares | $ 0.035 | |||||||||||
Trust account deposit amount | $ 59,157 | |||||||||||
Business combination, completion date of acquisition | Sep. 26, 2023 | |||||||||||
Business combination incomplete, maximum dissolution expenses to be paid | $ 100,000 | |||||||||||
Minimum number of business days to redeem public shares | 10 days | |||||||||||
Assets remaining available for distribution, per share, maximum. | $ / shares | $ 10.35 | |||||||||||
Business combination expected to close | second or third quarter of 2023 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Cash | $ 14,129 | $ 5,403 | ||||||||||
Working capital deficit | $ 5,345,736 | |||||||||||
Proceeds from sale of founder shares | $ 25,000 | |||||||||||
Proceeds from unsecured and non-interest bearing promissory note | $ 300,000 | |||||||||||
Breeze Common Stock | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||
Assumed value per share of common stock | $ / shares | $ 10 | |||||||||||
TV Ammo Inc | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Pre-transaction equity value | $ 1,185,234,565 | |||||||||||
Combined equity value | 1,249,556,817 | |||||||||||
Prior to closing permitted excess financing transactions | $ 50,000,000 | |||||||||||
Percentage of number of earnout shares | 15% | |||||||||||
Amount exceeds number of shares of common stock issuable upon exercise or conversion of securities | shares | 118,523,456 | |||||||||||
Number of directors | Director | 7 | |||||||||||
TV Ammo Inc | Breeze Sponsor, LLC | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Percentage of common stock issued and outstanding shares | 66.80% | |||||||||||
TV Ammo Inc | Milestone Event Period | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Earnout shares vested | One-half | |||||||||||
Vesting period of earnout shares | 8 months | 3 years | ||||||||||
TV Ammo Inc | Milestone Event I | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Number of trading days | 20 days | 20 days | ||||||||||
Number of consecutive trading days | 30 days | 30 days | ||||||||||
Percentage of daily trading volume of shares of common stock | 10% | |||||||||||
TV Ammo Inc | Milestone Event II | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Earnout shares vested | other half | |||||||||||
Number of trading days | 20 days | |||||||||||
Number of consecutive trading days | 30 days | 30 days | ||||||||||
Percentage of daily trading volume of shares of common stock | 10% | |||||||||||
TV Ammo Inc | Milestone Event One And Mile Stone Event Two | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Number of consecutive trading days | 30 days | |||||||||||
TV Ammo Inc | Minimum | Breeze Sponsor, LLC | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Cash held outside Trust Account | $ 30,000,000 | |||||||||||
Common stock, par value | $ / shares | $ 10 | |||||||||||
Cash | $ 30,000,000 | |||||||||||
Additional shares of common stock sold to investors | $ / shares | $ 10 | |||||||||||
Agreed to forfeit of shares if closing cash on hand | $ 50,000,000 | |||||||||||
TV Ammo Inc | Minimum | Milestone Event I | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Weighted average market price per share | $ / shares | $ 12.50 | $ 12.50 | ||||||||||
Threshold market price to achieve increased | $ / shares | 13.50 | |||||||||||
TV Ammo Inc | Minimum | Milestone Event II | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Weighted average market price per share | $ / shares | $ 15 | $ 15 | ||||||||||
TV Ammo Inc | Maximum [Member] | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Percentage of forfeit of common stock shares | $ 1,000,000 | |||||||||||
Aggregate gross proceeds after merger agreement | $ 100,000,000 | |||||||||||
TV Ammo Inc | Maximum [Member] | Breeze Sponsor, LLC | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Percentage of forfeit of common stock shares | 20% | |||||||||||
TV Ammo Inc | TV Ammo Common Stock | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Common stock, par value | $ / shares | $ 0.01 | |||||||||||
Breeze Sponsor, LLC | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Deposit in trust account | $ 1,150,000 | $ 1,150,000 | ||||||||||
Deposit representing per public share | $ / shares | $ 0.10 | $ 0.10 | ||||||||||
Number of trading days | 20 days | |||||||||||
Number of consecutive trading days | 30 days | |||||||||||
Representative Founder Shares | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Offering costs | $ 1,322,350 | |||||||||||
Related Party Loans | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | |||||||||||
Related Party Loans | Maximum [Member] | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Warrants issuable on notes conversion upon completion of business combination | $ 1,000,000 | |||||||||||
Initial Public Offering Including Underwriters’ Exercise | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Stock issued during period | shares | 11,500,000 | |||||||||||
Gross proceeds from initial public offering | $ 115,000,000 | |||||||||||
Net proceeds placed in Trust Account | $ 116,725,000 | |||||||||||
Shares issued price per share | $ / shares | $ 10.15 | |||||||||||
Private Placement | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | |||||||||||
Gross proceeds from sale of warrants | $ 5,425,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Nov. 25, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Common stock sold | 3,140,000 | 3,140,000 | |
Common stock subject to possible redemption | 1,690,196 | 11,500,000 | |
Transaction costs | $ 4,099,907 | ||
Underwriting fees | 2,300,000 | ||
Other offering costs | 477,557 | ||
Offering costs incurred in connection with issuance of common stock | $ 3,704,282 | ||
Unrecognized tax benefits | 0 | $ 0 | |
Accrued for interest and penalties | $ 0 | $ 0 | |
Dilutive securities and other contracts potentially exercised or converted into common stock | 0 | 0 | |
Concentrations of credit risk consist of cash accounts | $ 250,000 | ||
Representative Founder Shares | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Offering costs | $ 1,322,350 | ||
Initial Public Offering | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common stock sold | 11,500,000 | ||
Transaction costs | $ 4,099,907 | ||
Underwriting fees | 2,300,000 | ||
Other offering costs | 477,557 | ||
Initial Public Offering | Representative Founder Shares | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Offering costs | 1,322,350 | ||
Public Warrants and Private Placement Warrants | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Transaction costs | $ 395,625 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Changes in Statement of Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Sep. 13, 2022 | May 05, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||||||
Common stock subject to possible redemption - Beginning balance | $ 117,875,000 | $ 117,875,000 | ||||||
Accretion of Common stock to redemption value | 1,400,840 | $ 1,150,000 | ||||||
Common stock redeemed | $ (31,845,056) | $ (69,700,628) | ||||||
Common stock subject to possible redemption - Ending balance | $ 17,730,156 | 17,730,156 | 117,875,000 | |||||
Common Stock Subject To Possible Redemption | ||||||||
Temporary Equity [Line Items] | ||||||||
Common stock subject to possible redemption - Beginning balance | 17,552,686 | $ 49,338,585 | $ 119,025,000 | 117,875,000 | 117,875,000 | 116,725,000 | ||
Accretion of Common stock to redemption value | 177,470 | 59,157 | 14,213 | 1,150,000 | 1,150,000 | |||
Common stock redeemed | (31,845,056) | (69,700,628) | ||||||
Common stock subject to possible redemption - Ending balance | $ 17,730,156 | $ 17,552,686 | $ 49,338,585 | $ 119,025,000 | $ 17,730,156 | $ 117,875,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net income | $ 3,788,224 | $ 8,703,976 |
Denominator: | ||
Basic weighted average shares common stock outstanding | 9,294,000 | 14,631,082 |
Basic net income per share of Common Stock | $ 0.41 | $ 0.59 |
Diluted weighted average shares common stock outstanding | 9,294,000 | 14,631,082 |
Diluted net income per share of Common Stock | $ 0.41 | $ 0.59 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Nov. 25, 2020 | Nov. 23, 2020 | Dec. 31, 2022 | |
Initial Public Offering [Line Items] | |||
Number of common stock entitled for each warrants | 1 | ||
Exercise price per share | $ 11.50 | ||
Public Warrant | |||
Initial Public Offering [Line Items] | |||
Number of common stock entitled for each warrants | 1 | ||
Exercise price per share | $ 11.50 | ||
Warrant exercisable period | 30 days | ||
Initial public offering closing period | 18 months | ||
Initial business combination expiration period | 5 years | ||
Initial Public Offering | |||
Initial Public Offering [Line Items] | |||
Common stock issued, Shares | 10,000,000 | ||
Aggregate purchase price | $ 100,000,000 | ||
Shares issued price per share | $ 10 | ||
Description of conversion feature | Pursuant to the Initial Public Offering, the Company sold 10,000,000 units at a price of $10.00 per unit (the “Units”) on November 23, 2020, for an aggregate purchase price of $100,000,000. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, one Right (the “Rights”) to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination and one redeemable warrant (the “Warrants”). | ||
Over-Allotment Option | |||
Initial Public Offering [Line Items] | |||
Common stock issued, Shares | 1,500,000 | ||
Shares issued price per share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | Nov. 25, 2020 | Dec. 31, 2022 |
Private Placement [Line Items] | ||
Sale price per private placement warrant | $ 1 | |
Number of common stock entitled for each warrants | 1 | |
Private Placement | ||
Private Placement [Line Items] | ||
Sale of warrants | 5,425,000 | |
Sale price per private placement warrant | $ 1 | |
Proceeds from issuance of warrants | $ 5,425,000 | |
Number of common stock entitled for each warrants | 1 | |
Common stock price per share | $ 11.50 |
Related Party - Additional Info
Related Party - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 26, 2022 USD ($) $ / shares | Nov. 26, 2022 USD ($) $ / shares | Oct. 26, 2022 USD ($) $ / shares | Oct. 01, 2022 USD ($) | Sep. 26, 2022 USD ($) $ / shares | Feb. 01, 2022 USD ($) | Nov. 25, 2020 $ / shares shares | Nov. 23, 2020 USD ($) $ / shares shares | Jul. 15, 2020 shares | Jun. 30, 2020 USD ($) shares | Dec. 31, 2022 USD ($) Director $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares outstanding | shares | 3,140,000 | 3,140,000 | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | shares | 3,140,000 | 3,140,000 | ||||||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares and 3,140,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively (excluding 1,690,196 and 11,500,000 shares subject to possible redemption, respectively) | $ 315 | $ 315 | ||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | |||||||||||
Initial Public Offering | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares issued | shares | 11,500,000 | |||||||||||
Common stock issued | $ 100,000,000 | |||||||||||
Shares issued price per share | $ / shares | $ 10 | |||||||||||
Common stock issued, Shares | shares | 10,000,000 | |||||||||||
Over-Allotment Option | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares issued price per share | $ / shares | $ 10 | |||||||||||
Common stock issued, Shares | shares | 1,500,000 | |||||||||||
Private Placement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock price per share | $ / shares | $ 11.50 | |||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | |||||||||||
Director | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of directors | Director | 4 | |||||||||||
Right to purchase, number of shares by each director | shares | 25,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||
Common stock, shares issued | shares | 100,000 | |||||||||||
Number of shares purchased by each director | shares | 25,000 | |||||||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares and 3,140,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively (excluding 1,690,196 and 11,500,000 shares subject to possible redemption, respectively) | $ 10 | |||||||||||
Common stock, shares transfers upon closing of business combination | shares | 15,000 | |||||||||||
Common stock issued | $ 401,000 | 401,000 | ||||||||||
Fair value per share | $ / shares | $ 4.01 | |||||||||||
Compensation expense | $ 401,000 | |||||||||||
Related Party Loans | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | |||||||||||
Working capital loan | $ 3,036,837 | |||||||||||
Related Party Loans | Direct Working Capital | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Promissory note | 2,800,209 | |||||||||||
Related Party Loans | SPAC Extension Funds | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Working capital loan | 236,628 | |||||||||||
Related Party Loans | Promissory Note | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Maturity date | Sep. 26, 2023 | Mar. 26, 2023 | ||||||||||
Related Party Loans | Maximum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issuable on notes conversion upon completion of business combination | $ 1,000,000 | |||||||||||
Related Party Loans | Maximum [Member] | Promissory Note | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | $ 4,000,000 | $ 1,500,000 | ||||||||||
Representative | Over-Allotment Option | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock issued, Shares | shares | 250,000 | |||||||||||
Consultant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock issued | 74,850 | |||||||||||
Consultant | Private Placement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock issued, Shares | shares | 15,000 | |||||||||||
Representative And Consultant | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock issued | $ 1,322,350 | |||||||||||
Shares issued price per share | $ / shares | $ 4.99 | |||||||||||
Founder shares will not be transferable, assignable or saleable, number of days after completion of business combination | 30 days | |||||||||||
Founder Shares | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares outstanding | shares | 2,875,000 | |||||||||||
Founder Shares | Breeze Sponsor, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common Stock Shares Subject To Forfeiture | shares | 375,000 | |||||||||||
Ownership percentage of initial stockholders | 20% | |||||||||||
Common stock, shares not subject to forfeiture | shares | 375,000 | |||||||||||
Stock conversion ratio, description | The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 6 | |||||||||||
Stock conversion ratio | 100% | |||||||||||
Breeze Sponsor, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share holding period upon closing of business combination | 1 year | |||||||||||
Common stock price per share | $ / shares | $ 12 | |||||||||||
Number of trading days | 20 days | |||||||||||
Number of consecutive trading days | 30 days | |||||||||||
Minimum share holding period upon closing of business combination | 150 days | |||||||||||
Related party transaction, administrative service fee per month | $ 5,000 | |||||||||||
Related party transaction, administrative service expense incurred and paid | $ 60,000 | $ 60,000 | ||||||||||
Breeze Sponsor, LLC | Founder Shares | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of common stock, shares | shares | 100 | |||||||||||
Purchase price of shares of common stock | $ 25,000 | |||||||||||
Forward stock split | 28,750 | |||||||||||
Related Party Loans | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Deposits into trust account | $ 59,157 | $ 59,157 | $ 59,157 | $ 59,157 | $ 1,150,000 | |||||||
Extension time to deposit funds into trust account to consummate business combination | 1 month | 1 month | 1 month | 1 month | 3 months | |||||||
Shares issued price per share | $ / shares | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.10 | |||||||
Related Party Loans | Initial Public Offering | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares issued price per share | $ / shares | $ 0.14 | |||||||||||
Pre-transaction equity value | $ 236,627 |
Commitments - Additional Inform
Commitments - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Nov. 25, 2020 | Nov. 23, 2020 | Dec. 31, 2022 | |
Subsidiary Or Equity Method Investee [Line Items] | |||
Percentage of advisor cash fee on gross proceeds of Initial Public Offering | 2.75% | ||
Cash fee for advisory services upon business combination | $ 3,162,500 | ||
Over-Allotment Option | |||
Subsidiary Or Equity Method Investee [Line Items] | |||
Shares issuable upon exercise of over-allotment option | 1,500,000 | ||
Underwriters option exercisable period | 45 days | ||
Common stock issued, Shares | 1,500,000 | ||
Shares issued price per share | $ 10 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Warrant Or Right [Line Items] | ||
Number of fractional shares issued upon exercise of public warrant | 0 | |
Warrants exercisable period after completion of business combination | 30 days | |
Warrants exercisable period from closing of initial public offering | 12 months | |
Warrant expiration period after completion of business combination or earlier upon redemption or liquidation | 5 years | |
Class of warrant or right exercisable | 0 | |
Redemption price per warrant | $ 0.01 | |
Minimum period of prior written notice of redemption of warrants | 30 days | |
Minimum price per share required for redemption of warrants | $ 18 | |
Warrants redemption covenant, threshold trading days | 20 days | |
Warrants redemption covenant threshold consecutive trading days | 30 days | |
Number of business days before sending notice of redemption period | 3 days | |
Maximum effective issue price to closing of business combination | $ 9.20 | |
Minimum percentage of total equity proceeds from issuances | 60% | |
Number of trading days prior on consummates business combination | 20 days | |
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price | 115% | |
Percentage of redemption triggered price of warrants adjusted equal to higher of market value and issued price. | 180% | |
Warrants will not be transferable assignable or saleable number of period after completion of business combination | 30 days | |
Warrants outstanding | 5,425,000 | |
Warrant price per share | $ 1 | |
Purchase price of warrant | $ 5,425,000 | |
Number of common stock entitled for each warrants | 1 | |
Exercise price per share | $ 11.50 | |
Change in fair value of warrant liabilities | $ 5,923,750 | $ 10,378,500 |
Public Warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding | 11,500,000 | 11,500,000 |
Number of common stock entitled for each warrants | 1 | |
Exercise price per share | $ 11.50 | |
Private Placement Warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding | 5,425,000 | 5,425,000 |
Stockholder's Deficit - Additio
Stockholder's Deficit - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Equity [Abstract] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | Holders of common stock are entitled to one vote for each share. | |
Common stock, shares issued | 3,140,000 | 3,140,000 |
Common stock, shares outstanding | 3,140,000 | 3,140,000 |
Common stock subject to possible redemption, shares at redemption value | 1,690,196 | 11,500,000 |
Business combination right convertible share of common stock conversion ratio | 0.05 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 23,712 | $ 36,963 |
Capitalized start-up costs | 598,616 | 302,805 |
Unrealized gain on investments | (2,107) | |
Total deferred tax assets | 622,328 | 337,661 |
Valuation allowance | $ (622,328) | $ (337,661) |
Income Taxes - Provisions for I
Income Taxes - Provisions for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal | ||
Current | $ 2,089 | |
Deferred | (284,667) | $ (267,403) |
State | ||
Change in valuation allowance | 284,667 | $ 267,403 |
Income tax provision | $ 2,089 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 112,915 | $ 176,014 |
Valuation allowance | $ 622,328 | $ 337,661 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.S Federal Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. Federal income tax rate | 21% | 21% |
Change in fair market value of warrant liabilities | (32.82%) | (25.00%) |
Previous tax year adjustment | 1.91% | |
Non-deductible transaction costs | 2.46% | 1% |
Change in valuation allowance | 7.51% | 3% |
Income tax provision | 0.06% | 0% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 | Public Warrant | ||
Liabilities | ||
Warrant liabilities | $ 805,000 | $ 4,830,000 |
Level 1 | Marketable Securities Held in Trust Account - U.S. Treasury Securities Money Market Fund | ||
Investment held in Trust Account: | ||
Fair value, asset | 17,730,969 | 117,931,556 |
Level 3 | Private Placement Warrants | ||
Liabilities | ||
Warrant liabilities | $ 379,750 | $ 2,278,500 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Quoted price of public warrant | $ 11.50 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Quoted price of public warrant | $ 0.07 | $ 0.42 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Inputs for Fair Value (Details) - Modified Black Scholes - Private Placement Warrants | 12 Months Ended | |
Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.07 | 0.42 |
Probability of completing a Business Combination | 25.20% | 100% |
Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 10.43 | 10.21 |
Strike Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Term (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input, Term years | 5 years 3 months 25 days | 5 years 4 months 24 days |
Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.005 | 0.067 |
Risk-free Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.0399 | 0.013 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Warrants Liabilities (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2021 | $ 7,108,500 |
Change in valuation inputs or other assumptions | (5,923,750) |
Fair value as of December 31, 2022 | 1,184,750 |
Private Placement | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2021 | 2,278,500 |
Change in valuation inputs or other assumptions | (1,898,750) |
Fair value as of December 31, 2022 | 379,750 |
Public | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2021 | 4,830,000 |
Change in valuation inputs or other assumptions | (4,025,000) |
Fair value as of December 31, 2022 | $ 805,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Mar. 22, 2023 | Sep. 13, 2022 | May 05, 2022 | Feb. 23, 2023 | Jan. 25, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||||
Trust account outstanding public share | $ 0.035 | ||||||
Trust account deposit amount | $ 59,157 | ||||||
Stock redemption price per share | $ 10.35 | $ 10.35 | $ 10.15 | ||||
Number of common stock redeemed | 3,076,817 | 6,732,987 | |||||
Number of common stock redeemed, value | $ 31,845,056 | $ 69,700,628 | |||||
Common stock subject to possible redemption | 1,690,196 | 11,500,000 | |||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Trust account outstanding public share | $ 0.035 | ||||||
Trust account deposit amount | $ 12,500,000 | $ 59,157 | $ 59,157 | ||||
Business combination, extended completion date of acquisition | Sep. 26, 2023 | ||||||
Stock redemption price per share | $ 10.56 | ||||||
Number of common stock redeemed | 509,712 | ||||||
Number of common stock redeemed, value | $ 5,395,929 | ||||||
Common stock subject to possible redemption | 4,320,484 | ||||||
Subsequent Event | Public Stockholders | |||||||
Subsequent Event [Line Items] | |||||||
Common stock subject to possible redemption | 1,180,484 |