Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Altitude Acquisition Corp. | |
Entity Central Index Key | 0001822366 | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Address, Address Line One | 400 Perimeter Center Terrace Suite 151 | |
Entity Address, City or Town | Atlanta | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | GA | |
Entity File Number | 001-39772 | |
Entity Tax Identification Number | 85-2533565 | |
Entity Address, Postal Zip Code | 30346 | |
City Area Code | 800 | |
Local Phone Number | 950-2950 | |
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ALTUU | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ALTU | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 8,834,645 | |
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ALTUW | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock, each at an initial exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 31,467 | $ 760 |
Prepaid expenses | 54,131 | 815 |
Total current assets | 85,598 | 1,575 |
Cash and investments held in Trust Account | 16,851,596 | 16,975,796 |
Total Assets | 16,937,194 | 16,977,371 |
Current Liabilities | ||
Accounts payable | 983,423 | 511,152 |
Income taxes payable | 38,180 | 38,180 |
Advances from Sponsor | 869,044 | 802,644 |
Promissory Note – Related Party | 135,000 | 0 |
Due to related party, net | 0 | 242,089 |
Total current liabilities | 2,025,647 | 1,594,065 |
Warrant liability | 1,213,014 | 1,383,449 |
Deferred legal fee | 6,257,979 | 5,352,657 |
Deferred underwriting fee | 10,500,000 | 10,500,000 |
Total liabilities | 19,996,640 | 18,830,171 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value, 1,672,102 shares subject to possible redemption at redemption value of $10.00 per share at March 31, 2023 and December 31, 2022, respectively | 16,721,020 | 16,721,020 |
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding at March 31, 2023 and December 31, 2022 | ||
Additional paid-in capital | 493,955 | 251,866 |
Accumulated deficit | (20,275,171) | (18,826,436) |
Total stockholders' deficit | (19,780,466) | (18,573,820) |
Total liabilities, Class A common stock subject to possible redemption and stockholders' deficit | 16,937,194 | 16,977,371 |
Common Class A [Member] | ||
Current Liabilities | ||
Class A common stock subject to possible redemption, $0.0001 par value, 1,672,102 shares subject to possible redemption at redemption value of $10.00 per share at March 31, 2023 and December 31, 2022, respectively | 16,721,020 | 16,721,020 |
Stockholders' deficit: | ||
Common stock value | ||
Common Class B [Member] | ||
Stockholders' deficit: | ||
Common stock value | $ 750 | $ 750 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares par value | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 1,672,102 | 1,672,102 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 280,000,000 | 280,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Temporary equity redemption price per share | $ 10 | $ 10 |
Common Class B [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 7,500,000 | 7,500,000 |
Common stock shares outstanding | 7,500,000 | 7,500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Formation and operating costs | $ 1,619,190 | $ 928,218 |
Loss from operations | (1,619,190) | (928,218) |
Other income | ||
Interest Income | 20 | 1 |
Interest income earned on Trust | 0 | 7,600 |
Unrealized gain on change in fair value of warrants | 170,435 | 9,537,808 |
Total other income | 170,455 | 9,545,409 |
(Loss) Income before income tax provision | (1,448,735) | 8,617,191 |
Income tax provision | 0 | 0 |
Net (loss) income | (1,448,735) | 8,617,191 |
Common Class A [Member] | ||
Other income | ||
Net (loss) income | $ (264,109) | $ 6,893,753 |
Weighted Average Number of Shares Outstanding, Basic | 1,672,102 | 30,000,000 |
Weighted Average Number of Shares Outstanding, Diluted | 1,672,102 | 30,000,000 |
Earnings Per Share, Basic | $ (0.16) | $ 0.23 |
Earnings Per Share, Diluted | $ (0.16) | $ 0.23 |
Common Class B [Member] | ||
Other income | ||
Net (loss) income | $ (1,184,626) | $ 1,723,438 |
Weighted Average Number of Shares Outstanding, Basic | 7,500,000 | 7,500,000 |
Weighted Average Number of Shares Outstanding, Diluted | 7,500,000 | 7,500,000 |
Earnings Per Share, Basic | $ (0.16) | $ 0.23 |
Earnings Per Share, Diluted | $ (0.16) | $ 0.23 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Dec. 31, 2021 | $ (27,822,775) | $ 0 | $ 750 | $ 0 | $ (27,823,525) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 7,500,000 | |||||
Net income (loss) | 8,617,191 | $ 6,893,753 | $ 1,723,438 | 8,617,191 | |||
Ending balance at Mar. 31, 2022 | (19,205,584) | $ 0 | $ 750 | 0 | (19,206,334) | ||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 7,500,000 | |||||
Beginning balance at Dec. 31, 2022 | (18,573,820) | $ 0 | $ 750 | 251,866 | (18,826,436) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 7,500,000 | |||||
Sponsor administrative agreement wavier | 242,089 | 242,089 | |||||
Net income (loss) | (1,448,735) | $ (264,109) | $ (1,184,626) | (1,448,735) | |||
Ending balance at Mar. 31, 2023 | $ (19,780,466) | $ 0 | $ 750 | $ 493,955 | $ (20,275,171) | ||
Ending balance (in shares) at Mar. 31, 2023 | 0 | 7,500,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (1,448,735) | $ 8,617,191 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest income earned on Trust | 0 | (7,600) |
Unrealized gain on change in fair value of warrants | (170,435) | (9,537,808) |
Changes in current assets and current liabilities: | ||
Prepaid expenses | (53,316) | 42,055 |
Due to related party, net | 0 | 30,000 |
Deferred legal fee | 905,322 | 510,020 |
Income taxes payable | 0 | 0 |
Advances from Sponsor | 66,400 | 350,000 |
Accounts payable and accrued expenses | 472,271 | (23,941) |
Net cash used in operating activities | (228,493) | (20,083) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | 124,200 | 0 |
Net cash provided by investing activities | 124,200 | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from Promissory note – related party | 135,000 | 0 |
Net cash provided by financing activities | 135,000 | 0 |
Net Change in Cash | 30,707 | (20,083) |
Cash-Beginning | 760 | 43,054 |
Cash-Ending | 31,467 | 22,971 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Waived Administrative Support Fee | $ 242,089 | $ 0 |
Description Of Organization And
Description Of Organization And Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of organization and business operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Altitude Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated in Delaware on August 12, 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 (“Business Combination”). The Company has two wholly-owned subsidiaries that were created on March 30, 2023, Altitude Merger Sub I, Inc., a Delaware corporation (“Merger Sub 1”) and Altitude Merger Sub I I, LLC, a D elaware limited liability company (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”). As of March 31, 2023, the Company had not commenced any operations. All activity for the period from August 12, 2020 (inception) through March 31, 2023 relates to the Company’s formation and the initial public offering (“IPO” ) de The Company generated non-operating income in the form of interest income on investments held in Trust from the proceeds derived from the IPO through December 31, 2022 and recognizes changes in the fair value of warrant liability as other income (expense). Financing The Company’s sponsor is Altitude Acquisition Holdco LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO (as described below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2020 (the “Effective Date”). On December 11, 2020, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including the issuance of 3,900,000 Units as a result of the partial exercise of the underwriters’ over-allotment option, at $10.00 per Unit generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 8,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement (the “Private Placement”) to the Company’s Sponsor, generating gross proceeds to the Company of $8,000,000, which is described in Note 4. Trust Account Following the closing of the IPO on December 11, 2020, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account established for the benefit of the Company’s public stockholders (the “Trust Account”) which was 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 money market funds meeting certain conditions under Rule2a-7 On June 10, 2022, the Company’s stockholders approved an amendment to the Company’s Charter to extend the Combination Period from June 11, 2022 to October 11, 2022. In connection with the amendment to the Charter, stockholders holding an aggregate of 24,944,949 Public Shares exercised their right to redeem their shares for approximately $10.01 per share of the funds held in the Trust Account totaling $249,614,847. On June 16, 2022, pursuant to the Investment Management Trust Agreement dated as of December 8, 2020 (“Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST”), the trustee of the Trust Account, the Company issued a request to CST to withdraw $81,200 of interest income from the Trust Account for the payment of the Company’s taxes. On October 6, 2022, the Company’s stockholders approved a second amendment to the Charter to extend the Combination Period from October 11, 2022 to April 11, 2023. In connection with the amendment to the Charter, stockholders holding an aggregate of 3,382,949 Public Shares exercised their right to redeem their shares for approximately $10.05 per share of the funds held in the Trust Account totaling $34,009,688. On April 7, 2023, the Company’s stockholders approved a third amendment to the Company’s Charter to give the Company’s board of directors (“Board”) the right to extend the Combination Period, without further stockholder vote, monthly, up to eight times for an additional one month each time, from April 11, 2023 up to December 11, 2023 (each, a “Monthly Extension”). Additionally, the Company’s stockholders approved amendments to the Charter to provide for a the right of a holder of Class B common stock of the Company, par value $0.001 per share (“Class B common stock”), to convert its shares of Class B common stock into shares of Class A common stock of the Company, par value $0.001 per share (“Class A common stock”), on a one-to-one basis re-elected Initial Business Combination The Charter provides the Company’s public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial 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 on deposit in the Trust Account (initially approximately $10.00 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 shares of Class A common stock subject to redemption are recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, the Company will proceed with an initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination. The Company has until June The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period. Liquidity and Going Concern As of March 31, 2023, the Company had cash outside the Trust Account of $31,467 available for working capital needs, and a negative working capital of approximately $1.9 million. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares, the loan under an unsecured promissory note from the Sponsor of $275,000, and advances from the Sponsor of $634,447. Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with an initial Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. At March 31, 2023, the Company owed the Sponsor or its affiliates $869,044 in advances and $135,000 in promissory notes and as of December 31, 2022, $802,644 related to these advances, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. In addition, the Company has until June 100,000 As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern through June 11, 2023, the scheduled liquidation date of the Company (which date may be extended by the Board monthly up to December 11, 2023 in connection with the Monthly Extension). These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, which were formed on March 30, 2023. All significant intercompany balances and transactions have been eliminated in consolid ation. Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or any future periods. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Form 10-K 23. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 auditor 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 consolidated Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these condensed consolidated financial statements. 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 these condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those esti mates. 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. As of March 31, 2023 and December 31, 2022, the Company did not have any cash equivalents. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Cash held in Trust Account As of March 31, 2023 and December 31, 2022, there was $16,851,596 and $16,975,796 in cash held in the Trust Account , respectively On December 5, 2022, in order to mitigate the risk of being deemed an unregistered investment company, the Company instructed CST to liquidate the securities held in the Trust Account and instead hold all funds in the Trust Account in an interest-bearing bank deposit account. As a result, following such change, we will likely receive minimal, if any, interest, on the funds held in the Trust Account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, 1,672,102 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated Income Taxes The Company accounts for income taxes under ASC 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023, and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 0.00% for the three months ended March 31, 2023, and 0.00% for the three months ended March 31, 2022. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated consolidated more-likely-than-not 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 March 31, 2023 and December 31, 2022. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income Per Common Share The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 23,000,000 of the Company’s Class A common stock in the calculation of diluted (loss) income per share, since their exercise is contingent upon future events. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per share of common stock. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock. For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (264,109 ) $ (1,184,626 ) $ 6,893,753 $ 1,723,438 Denominator: Weighted-average shares outstanding 1,672,102 7,500,000 30,000,000 7,500,000 Basic and diluted net (loss) income per share $ (0.16 ) $ (0.16 ) $ 0.23 $ 0.23 Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued non-current net-cash 470-20, ck. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • “Level 1”, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • “Level 2”, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • “Level 3”, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. The fair value of the Public Warrants (as defined below) is classified as Level 1. See Note 8 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial state ments. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On December 11, 2020, the Company sold 30,000,000 Units, including 3,900,000 Units issued pursuant to the underwriters’ partial exercise of their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-half The Company paid an underwriting fee at the closing of the IPO of $6,000,000. As of March 31, 2023 and December 31, 2022, an additional fee of $10,500,000 (see Note 6) was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. All of the 30,000,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Class A common stock is recorded in accordance with inASC480-10-S99. paid-in As of March 31, 2023 and December 31, 2022, the common stock reflected on the condensed consolidated Gross proceeds from IPO $ 300,000,000 Less: Proceeds allocated to Public Warrants (19,987,400 ) Common stock issuance costs (15,968,970 ) Payment from Trust Account in connection with redemption of shares (283,624,535 ) Plus: Accretion of carrying value to redemption value 36,301,925 Class A common stock subject to possible redemption, December 31, 2022 16,721,020 Class A common stock subject to possible redemption, March 31, 2023 $ 16,721,020 Warrants Each whole warrant will entitle the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any Founder Shares held by the Company’s Sponsor or its affiliates, 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 below under “Redemption of warrants” 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 will become exercisable on the later of twelve months from the closing of the IPO or thirty days after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A 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 Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the Public 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-dayredemptionperiod”) • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days withina30-tradingdayperiod ending three business days before the Company send the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, and (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting fees were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In August 2020, the Company issued 8,625,000 shares of Class B common stock to the Sponsor for $25,000 in cash, or approximately $0.003 per share (the “Founder Shares”). On November 30, 2020 the Sponsor surrendered an aggregate of 1,437,500 Founder Shares, which were cancelled. On December 8, 2020, as part of an upsizing of the IPO, the Company effected a stock split in which each issued share of Class B common stock that was outstanding was converted into one and forty-four one-thousandths The Sponsor has agreed not to transfer, assign or sell its Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants for an aggregate purchase price of $8,000,000, or $1.00 per Private Placement Warrant (see Note 4). Administrative Support Agreement The Company has agreed, commencing on the date of the securities of the Company were first listed on The Nasdaq Capital Market (the “Listing Date”), to pay an affiliate of the Company’s Sponsor a monthly fee of an aggregate of $10,000 for office space, utilities and secretarial and administrative support. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. During the quarter of March 31, 2023, the Sponsor agreed to waive the company’s payment obligation under the administrative support agreement and therefore has recognized contribution from Sponsor of $247,667. Due from/to Related Party As of December 31, 2022, the Company had due to related party balance of $242,089, which consisted of $247,667 for the administrative service fees incurred, net of $5,578 receivable from related party. During the quarter of March 31, 2023, the administrative service fee and receivable from related party was waived. As of March 31, 2023, there is no balance due from/to related party. Advances from Sponsor At March 31, 2023 and December 31, 2022, the Company owed the Sponsor or its affiliates $869,044 and $802,644 related to advances, respectively. Promissory Note — Related Party On June 2, 2021, the Company issued an unsecured promissory note to the Sponsor for an aggregate available principal amount of $300,000 to be used for a portion of the expenses of the Business Combination. This loan is non-interest During the quarter ended March 31, 2023, the Sponsor advanced $135,000 to the Company. On April 25, 2023, the Company issued a promissory note (the “Promissory Note”) to the Sponsor in connection with the advances made during the three months period ended March 31, 2023. Pursuant to the Promissory Note, the Sponsor loaned the Company an aggregate principal amount of $135,000 for working capital purposes. The Promissory Note is non-interest non-convertible Non-Redemption Prior to the stockholder meeting at which we sought stockholder approval to extend the Combination Period from June 11, 2022 to October 11, 2022, on June 9, 2022, we entered non-redemption Non-Redemption Non-Redeeming Non-Redemption Non-Redeeming Non-Redemption Non-Redemption In connection with the June Non-Redemption Non-Redeeming Non-Redemption Prior to the stockholder meeting at which we sought stockholder approval to extend the Combination Period from October 11, 2022 to April 11, 2023, on October 5, 2022, we entered into a non-redemption Non-Redemption Non-Redeeming Non-Redemption Non-Redeeming In connection with the October Non-Redemption Non-Redeeming June Non-Redemption Non-Redemption Related Party Loans In order to finance transaction costs in connection with an 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”). If the Company completes an initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At March 31, 2023 and December 31, 2022, no Working Capital Loans were outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES R isks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, search for a target company and/or the completion of a Business Combination, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The consolidated balance sheets do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e. non-U.S.) Any repurchase by the Company of the Company’s stock that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, generally is expected to be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax on a redemption of Class A common stock or other stock of the Company in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the excise tax, (ii) the fair market value of the redemption treated as a repurchase of stock in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a redemption treated as a repurchase of stock) and (iv) the content of regulations and other guidance from the Treasury. As noted above, the excise tax would be payable by the Company and not by the redeeming holder. The imposition of the excise tax could cause a reduction in the cash available on hand to complete a Business Combination or for effecting redemptions and may affect the Company’s ability to complete a Business Combination. Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed prior to or on the Effective Date. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders are entitled to “piggy-back” registration rights. Underwriting Agreement The underwriters had a 45-day On December 11, 2020, the underwriters were paid a cash underwriting fee of $6,000,000, or 2% of the gross proceeds of the IPO. Additionally, the underwriters will be entitled to a deferred underwriting fee of $10,500,000, or 3.5% of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign or sell their Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one as-converted Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. On April 7, 2023, pursuant to the terms of the Charter, Sponsor, the holder of an aggregate of 7,500,000 shares of Class B common stock, elected to convert each outstanding share of Class B common stock held by it on a one-for-one ( See Note 9 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Quoted Significant Significant Liabilities: Warrant Liability—Public Warrants $ 768,000 $ 768,000 $ — $ — Warrant Liability—Private Placement Warrants $ 445,014 — — 445,014 $ 1,213,014 $ 768,000 $ — $ 445,014 The following table presents information about the Company’s liabilities 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: December 31, Quoted Significant Significant Liabilities: Warrant Liability—Public Warrants $ 877,500 $ 877,500 $ — $ — Warrant Liability—Private Placement Warrants $ 505,949 — — 505,949 $ 1,383,449 $ 877,500 $ — $ 505,949 The measurement of the Public Warrants at March 31, 2023 and December 31, 2022 is classified as Level 1 due to the use of an observable market quote in an active market. As of March 31, 2023 and December 31, 2022, the aggregate value of Public Warrants was $768,000 and $877,500, respectively. The estimated fair value of the Private Placement Warrants on March 31, 2023 and December 31, 2022 is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at March 31, 2023: Input March 31, 2023 Expected term (years) 5.97 Expected volatility 7.1 % Risk-free interest rate 4.66 % Exercise price $ 11.50 Fair value of the common stock price $ 10.18 The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at December 31, 2022: Input December 31, Expected term (years) 1.15 Expected volatility 7.9 % Risk-free interest rate 4.68 % Exercise price $ 11.50 Fair value of the common stock price $ 9.92 The primary significant unobservable input used in the fair value measurement of the Company’s Private Placement Warrants is the expected volatility of the common stock. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the three months ended March 31, 2023: Warrant Liability Fair value as of December 31, 2022 $ 505,949 Change in fair value (60,935 ) Fair value as of March 31, 2023 $ 445,014 The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the three months ended March 31, 2022: Warrant Liability Fair value as of December 31, 2021 $ 4,822,783 Change in fair value (3,428,308 ) Fair value as of March 31, 2022 1,394,475 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet dates, up to the date on which the condensed consolidated financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. Charter Amendment On April 7, 2023, the Company held an annual meeting of stockholders (the “Annual Meeting”), the Company’s stockholders approved several proposals to amend the Company’s Charter to (i) permit the Board to extend the date by which the Company must complete a Business Combination from April 11, 2023 monthly up to eight (8) times for an additional one month each time, up to December 11, 2023, (ii) provide for a the right of a holder of Class B common stock to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one re-elected In connection with the Annual Meeting, stockholders holding an aggregate of 337,457 Public Shares exercised their right to redeem their shares for approximately $10.08 per share of the funds held in the Trust Account, leaving approximately $13,460,674 in cash in the Trust Account after satisfaction of such redemptions. Conversion of Class B Common Stock On April 7, 2023, pursuant to the terms of the Charter, as amended, the Sponsor, the holder of an aggregate of 7,500,000 shares of Class B common stock, elected to convert each outstanding share of Class B common stock held by it on a one-for-one Business Combination Agreement On April 23, 2023, the Company, entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, Altitude Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Altitude (“Merger Sub”), Altitude Merger Sub II, LLC a Delaware limited liability company and a direct wholly owned subsidiary of Altitude (“Merger Sub II” and together with Merger Sub, the “Merger Subs”) Picard Medical, Inc., a Delaware corporation (“Picard”) and Hunniwell Picard I, LLC, solely in its capacity as the representative, agent and attorney-in-fact ”). Prior to the First Merger, each issued and outstanding share of Picard’s preferred stock, par value $0.0001 per share (“Picard Preferred Stock”), shall automatically convert into one (1) share of common stock of the Picard, par value $0.001 per share (“Picard Common Stock”). Each of Picard’s convertible notes that are outstanding prior to the First Merger, if any, will convert prior to the First Merger into shares of Picard Common Stock in accordance with the terms of such convertible notes. Each share of Picard Common Stock held by a Picard securityholder immediately prior to the First Effective Time (including shares issued upon conversion of Picard Preferred Stock and convertible notes, but not including dissenting shares) shall be automatically cancelled and converted into the right to receive a pro rata portion of an aggregate of 48,000,000 shares of common stock of New Picard, par value $0.001 per share (“New Picard Common Stock”), and an aggregate of 6,500,000 warrants to purchase shares of New Picard Common Stock at an initial exercise price of $11.50 per share (“New Picard Warrants”), plus up to an additional 6,500,000 New Picard Warrants if certain earnout conditions are satisfied (the “Earnout Warrants”). Each of Picard’s options that are outstanding and unexercised prior to the First Merger will be assumed by New Picard and converted into a New Picard option with the same terms and conditions. Each of Picard’s warrants that are outstanding and unexercised prior to the First Merger, whether or not then vested or exercisable, will be assumed by New Picard and will be converted into a warrant to acquire shares of New Picard Common Stock and will be subject to the same terms and conditions that applied to the Picard warrant immediately prior to the First Merger. The Earnout Warrants will be held in escrow following the Closing and will be released to the Picard securityholders if, at any time during the five (5) year period following the Closing, the dollar volume-weighted average price (“VWAP”) of New Picard Common Stock for any 20 trading days within any 30 trading day period is greater than $12.50. At the Closing, New Picard will issue 100,000 shares of New Picard Common Stock and 30,000 New Picard Warrants to certain service providers of Altitude. Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, on April 23, 2023, the Sponsor entered into a support agreement with the Company and Picard (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, Sponsor agreed to vote, at any meeting of the stockholders of the Company, and in any action by written consent of the stockholders of the Company, all of the common stock of the Company held by the Sponsor in favor of (i) the approval and adoption of the Mergers; (ii) adoption and approval of the an amended and restated certificate of incorporation of New Picard (the “New Picard Certificate of Incorporation”), in a form to be mutually agreed to by the Company and Picard, which shall provide for, among other things, the change of the name of the Company to “Picard Medical Holdings, Inc.”; (iii) approval of New Picard’s equity incentive plan; (iv) approval of the issuance of shares under applicable Nasdaq listing rules; (v) approval to adjourn the Company’s stockholder meeting, if necessary; and (vi) approval to obtain any and all other approvals necessary or advisable to effect the consummation of the Mergers as determined by the company (the proposals set forth in the forgoing clauses (i) through (vi) collectively, the “Company Proposals”); and (vii) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Business Combination Agreement and the approval of the Company Proposals. In addition, the Sponsor Support Agreement prohibits the Sponsor from, among other things, selling, assigning or transferring or redeeming any Class A common stock held by it. In addition, the Sponsor Support Agreement provides that the Sponsor will, in connection with the Closing (x) forfeit an aggregate amount of up to 4,500,000 shares of Class A common stock held by the Sponsor immediately prior to the Closing, with such number of forfeited shares to be reduced by 20,000 shares for each $1,000,000 by which the proceeds of the Closing Offering (as defined in the Business Combination Agreement) plus the funds remaining in the Company’s Trust Account (after giving effect to redemptions and any financial incentives or discounts given to incentivize non-redemption Picard Support Agreements In connection with the execution of the Business Combination Agreement, on April 23, 2023, certain Picard stockholders holding an aggregate of approximately 90% of the outstanding Picard equity, on an as-converted The Picard Support Agreement provides that the Picard Supporting Stockholders will not directly or indirectly, (i) solicit, initiate or knowingly encourage or facilitate any inquiry, proposal, or offer which constitutes, or could reasonably be expected to lead to, an Alternative Proposal in their capacity as such, (ii) participate in any discussions or negotiations regarding, or furnish or receive any nonpublic information relating to the Picard or its subsidiaries, in connection with any Alternative Proposal, (iii) approve or recommend, or make any public statement approving or recommending an Alternative Proposal, (iv) enter into any letter of intent, merger agreement or similar agreement providing for an Alternative Proposal, (v) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence with respect to voting of the Picard capital stock intending to facilitate any Alternative Proposal or cause any holder of shares of Picard capital stock not to vote to adopt the Business Combination Agreement and approve the Mergers and the other transactions contemplated thereby, (vi) become a member of a “group” (as such term is defined in Section 13(d) of the Exchange Act) with respect to any voting securities of Picard that takes any action in support of an Alternative Proposal or (vii) otherwise resolve or agree to do any of the foregoing. Picard’s Supporting Stockholders each also irrevocably waived, and agreed not to exercise or assert, any dissenters’ or appraisal rights under Delaware law in connection with the Mergers and the Business Combination Agreement. Other Agreements The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the agreements described below. Registration Rights Agreement In connection with the Closing, the Company, Picard, and certain of their respective stockholders will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, New Picard will be required to register for resale securities held by the stockholders party thereto. In addition, the holders will have certain demand and “piggyback” registration rights. New Picard will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement. Lock-Up Agreement In connection with the Closing, the Company and certain record and/or beneficial owner of equity securities of Picard (“Holders”) will enter into a lock-up agreement “Lock-Up Agreement”). the Lock-Up Agreement, “Lock-Up Shares”) Promissory Note On April 25, 2023, the Company issued a promissory note (the “Promissory Note”) to the Sponsor. Pursuant to the Promissory Note, the Sponsor loaned the Company an aggregate principal amount of $135,000 for working capital purposes. The Promissory Note is non-interest non-convertible |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, which were formed on March 30, 2023. All significant intercompany balances and transactions have been eliminated in consolid ation. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or any future periods. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Form 10-K 23. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 auditor 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 consolidated |
Use of Estimates | Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these condensed consolidated financial statements. 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 these condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those esti mates. |
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. As of March 31, 2023 and December 31, 2022, the Company did not have any cash equivalents. |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC |
Cash and Investments held in Trust Account | Cash held in Trust Account As of March 31, 2023 and December 31, 2022, there was $16,851,596 and $16,975,796 in cash held in the Trust Account , respectively On December 5, 2022, in order to mitigate the risk of being deemed an unregistered investment company, the Company instructed CST to liquidate the securities held in the Trust Account and instead hold all funds in the Trust Account in an interest-bearing bank deposit account. As a result, following such change, we will likely receive minimal, if any, interest, on the funds held in the Trust Account. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, 1,672,102 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023, and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 0.00% for the three months ended March 31, 2023, and 0.00% for the three months ended March 31, 2022. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated consolidated more-likely-than-not 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 March 31, 2023 and December 31, 2022. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net (Loss) Income Per Common Share | Net (Loss) Income Per Common Share The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 23,000,000 of the Company’s Class A common stock in the calculation of diluted (loss) income per share, since their exercise is contingent upon future events. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per share of common stock. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock. For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (264,109 ) $ (1,184,626 ) $ 6,893,753 $ 1,723,438 Denominator: Weighted-average shares outstanding 1,672,102 7,500,000 30,000,000 7,500,000 Basic and diluted net (loss) income per share $ (0.16 ) $ (0.16 ) $ 0.23 $ 0.23 |
Concentration of Credit Risk | Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued non-current net-cash 470-20, ck. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • “Level 1”, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • “Level 2”, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • “Level 3”, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. The fair value of the Public Warrants (as defined below) is classified as Level 1. See Note 8 for additional information on assets and liabilities measured at fair value. |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial state ments. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Net Loss Per of Common Stock Basic and Diluted | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock. For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (264,109 ) $ (1,184,626 ) $ 6,893,753 $ 1,723,438 Denominator: Weighted-average shares outstanding 1,672,102 7,500,000 30,000,000 7,500,000 Basic and diluted net (loss) income per share $ (0.16 ) $ (0.16 ) $ 0.23 $ 0.23 |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Class A common stock subject to redemption | As of March 31, 2023 and December 31, 2022, the common stock reflected on the condensed consolidated Gross proceeds from IPO $ 300,000,000 Less: Proceeds allocated to Public Warrants (19,987,400 ) Common stock issuance costs (15,968,970 ) Payment from Trust Account in connection with redemption of shares (283,624,535 ) Plus: Accretion of carrying value to redemption value 36,301,925 Class A common stock subject to possible redemption, December 31, 2022 16,721,020 Class A common stock subject to possible redemption, March 31, 2023 $ 16,721,020 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets And Liabilities Measured At Fair Value | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Quoted Significant Significant Liabilities: Warrant Liability—Public Warrants $ 768,000 $ 768,000 $ — $ — Warrant Liability—Private Placement Warrants $ 445,014 — — 445,014 $ 1,213,014 $ 768,000 $ — $ 445,014 The following table presents information about the Company’s liabilities 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: December 31, Quoted Significant Significant Liabilities: Warrant Liability—Public Warrants $ 877,500 $ 877,500 $ — $ — Warrant Liability—Private Placement Warrants $ 505,949 — — 505,949 $ 1,383,449 $ 877,500 $ — $ 505,949 |
Summary of the Monte Carlo simulation model for the Private Placement Warrants | The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at March 31, 2023: Input March 31, 2023 Expected term (years) 5.97 Expected volatility 7.1 % Risk-free interest rate 4.66 % Exercise price $ 11.50 Fair value of the common stock price $ 10.18 The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at December 31, 2022: Input December 31, Expected term (years) 1.15 Expected volatility 7.9 % Risk-free interest rate 4.68 % Exercise price $ 11.50 Fair value of the common stock price $ 9.92 |
Summary of the changes in the fair value of the Level 3 warrant liability | The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the three months ended March 31, 2023: Warrant Liability Fair value as of December 31, 2022 $ 505,949 Change in fair value (60,935 ) Fair value as of March 31, 2023 $ 445,014 The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the three months ended March 31, 2022: Warrant Liability Fair value as of December 31, 2021 $ 4,822,783 Change in fair value (3,428,308 ) Fair value as of March 31, 2022 1,394,475 |
Description Of Organization A_2
Description Of Organization And Business Operations - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||||||||||
Apr. 11, 2023 | Apr. 07, 2023 USD ($) $ / shares shares | Oct. 12, 2022 $ / shares shares | Oct. 11, 2022 USD ($) shares | Jun. 16, 2022 USD ($) | Jun. 14, 2022 $ / shares shares | Jun. 11, 2022 USD ($) shares | Dec. 11, 2020 USD ($) $ / shares shares | Aug. 31, 2020 $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Oct. 12, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Oct. 06, 2022 $ / shares | Jun. 10, 2022 $ / shares | |
Organization And Business Operations [Line Items] | |||||||||||||||
Date of incorporation | Aug. 12, 2020 | ||||||||||||||
Entity incorporation date or country code | DE | ||||||||||||||
Payment to acquire restricted investments | $ 300,000,000 | ||||||||||||||
Per share value of restricted investments | $ / shares | $ 10 | ||||||||||||||
Term of restricted investments | 185 days | ||||||||||||||
Temporary equity redemption price per share | $ / shares | $ 10 | $ 10.05 | $ 10.01 | ||||||||||||
Percentage of public shares due for redemption | 100% | ||||||||||||||
Minimum per share amount to be maintained in the trust account | $ / shares | $ 10 | ||||||||||||||
Cash | $ 31,467 | ||||||||||||||
Net current assets | 1,900,000 | ||||||||||||||
Stock issued during the value for services value | $ 25,000 | ||||||||||||||
Proceeds from related party debt | $ 135,000 | $ 0 | |||||||||||||
Due To Related Parties Current | 0 | 242,089 | |||||||||||||
Percentage of outstanding public shares | 100 | ||||||||||||||
Temporary equity stock shares redeemed during the period shares | shares | 24,944,949 | ||||||||||||||
Payment of trust in connection with redemption of shares | $ 81,200 | ||||||||||||||
Interest To Pay Dissolution Expenses | 100,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Minimum net worth to effect business combination | $ 5,000,001 | ||||||||||||||
Common Stock Conversion Basis | one-to-one basis | ||||||||||||||
Minimum Net Worth Required | $ 50,000,001 | ||||||||||||||
Company Amended And Restated Certificate Of Incorporation June Two Thousand And Twenty Two [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Temporary equity redemption price per share | $ / shares | $ 10.05 | $ 10.01 | $ 10.05 | ||||||||||||
Temporary equity stock shares redeemed during the period shares | shares | 3,382,949 | 3,382,949 | 24,944,949 | ||||||||||||
Payment of trust in connection with redemption of shares | $ 34,009,688 | $ 249,614,847 | $ 283,624,535 | ||||||||||||
Third Amendment To The Companys Charter [Member] | Subsequent Event [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Temporary equity redemption price per share | $ / shares | $ 10.08 | ||||||||||||||
Temporary equity stock shares redeemed during the period shares | shares | 337,457 | ||||||||||||||
Payment of trust in connection with redemption of shares | $ 13,460,674 | ||||||||||||||
Sponsor [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Due To Related Parties Current | 869,044 | $ 802,644 | |||||||||||||
Promissory Note Related Party [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Due To Related Parties Current | 135,000 | ||||||||||||||
Promissory Note Related Party [Member] | Sponsor [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Proceeds from related party debt | 275,000 | $ 135,000 | |||||||||||||
Due To Related Party [Member] | Sponsor [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Stock issued during the value for services value | $ 634,447 | ||||||||||||||
Common Class B [Member] | Subsequent Event [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Temporary equity redemption price per share | $ / shares | $ 0.001 | ||||||||||||||
Common Stock Conversion Basis | one-for-one basis | ||||||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Stock issued during the period shares | shares | 8,625,000 | ||||||||||||||
Sale of stock issue price per share | $ / shares | $ 0.003 | ||||||||||||||
Common Class A [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Temporary equity redemption price per share | $ / shares | $ 10 | $ 10 | |||||||||||||
Payment of trust in connection with redemption of shares | $ (283,624,535) | ||||||||||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Temporary equity redemption price per share | $ / shares | $ 0.001 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Minimum per share amount to be maintained in the trust account | $ / shares | $ 10 | ||||||||||||||
Private Placement Warrants [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Class of warrants or rights issued during the period warrants | shares | 8,000,000 | ||||||||||||||
Class of warrants or rights issued price per warrant | $ / shares | $ 1 | ||||||||||||||
Proceeds from the issuance of warrants | $ 8,000,000 | ||||||||||||||
IPO [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Stock issued during the period shares | shares | 30,000,000 | ||||||||||||||
Proceeds from the issuance of warrants | $ 19,987,400 | ||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||
Organization And Business Operations [Line Items] | |||||||||||||||
Stock issued during the period shares | shares | 3,900,000 | ||||||||||||||
Sale of stock issue price per share | $ / shares | $ 10 | ||||||||||||||
Proceeds from initial public offering | $ 300,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Number of Common stock into which the class of warrant or right may be converted | 23,000,000 | ||
Unrecognized tax benefits | $ 0 | 0 | |
Accrued for interest and penalties | 0 | 0 | |
Investments held in Trust Account | $ 16,851,596 | $ 16,975,796 | |
Effective Income Tax Rate Reconciliation, Percent | 0% | 0% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | |
Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Temporary equity shares outstanding | 1,672,102 | 1,672,102 | |
Minimum [Member] | |||
Accounting Policies [Line Items] | |||
Cash with federal depository insurance corporation | $ 250,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Net Loss Per of Common Stock Basic and Diluted (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Allocation of net income (loss) | $ (1,448,735) | $ 8,617,191 |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (264,109) | $ 6,893,753 |
Denominator: | ||
Weighted Average Number of Shares Outstanding, Basic | 1,672,102 | 30,000,000 |
Weighted Average Number of Shares Outstanding, Diluted | 1,672,102 | 30,000,000 |
Earnings Per Share, Basic | $ (0.16) | $ 0.23 |
Earnings Per Share, Diluted | $ (0.16) | $ 0.23 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (1,184,626) | $ 1,723,438 |
Denominator: | ||
Weighted Average Number of Shares Outstanding, Basic | 7,500,000 | 7,500,000 |
Weighted Average Number of Shares Outstanding, Diluted | 7,500,000 | 7,500,000 |
Earnings Per Share, Basic | $ (0.16) | $ 0.23 |
Earnings Per Share, Diluted | $ (0.16) | $ 0.23 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||
Oct. 12, 2022 | Oct. 11, 2022 | Jun. 16, 2022 | Jun. 14, 2022 | Jun. 11, 2022 | Dec. 11, 2020 | Mar. 31, 2023 | Oct. 12, 2022 | Dec. 31, 2022 | Oct. 06, 2022 | Jun. 10, 2022 | |
Class of Stock [Line Items] | |||||||||||
Class of warrants or rights number of shares called for by each warrant or right | 1 | ||||||||||
Class of warrants or rights exercise price | $ 11.5 | ||||||||||
Class of warrants or rights term | 5 years | ||||||||||
Payment of stock issuance costs | $ 6,000,000 | ||||||||||
Deferred underwriting fee | $ 10,500,000 | $ 10,500,000 | |||||||||
Temporary equity stock shares redeemed during the period shares | 24,944,949 | ||||||||||
Temporary equity redemption price per share | $ 10 | $ 10.05 | $ 10.01 | ||||||||
Payment of trust in connection with redemption of shares | $ 81,200 | ||||||||||
Common Class A [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Temporary equity redemption price per share | $ 10 | $ 10 | |||||||||
Payment of trust in connection with redemption of shares | $ (283,624,535) | ||||||||||
Prospective Warrant Redemption [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from business combination as a total percentage of capital raised | 60% | ||||||||||
Prospective Warrant Redemption [Member] | Trigger Price One [Member] | Common Class A [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of stock issue price per share | $ 9.2 | ||||||||||
Number of consecutive trading day period for determining volume weighted average price | 20 days | ||||||||||
Percentage of the newly issued share price | 115% | ||||||||||
Prospective Warrant Redemption [Member] | Trigger Price Two [Member] | Common Class A [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of stock issue price per share | $ 18 | ||||||||||
Percentage of the newly issued share price | 180% | ||||||||||
Number of trading days for determining share price | 20 days | ||||||||||
Aggregate number of trading days for determining the share price | 30 days | ||||||||||
Class of warrants or rights redemption price per warrant | $ 0.01 | ||||||||||
Minimum days of notice to be given prior to redemption | 30 days | ||||||||||
Company Amended And Restated Certificate Of Incorporation June Two Thousand And Twenty Two [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Temporary equity stock shares redeemed during the period shares | 3,382,949 | 3,382,949 | 24,944,949 | ||||||||
Temporary equity redemption price per share | $ 10.05 | $ 10.01 | $ 10.05 | ||||||||
Payment of trust in connection with redemption of shares | $ 34,009,688 | $ 249,614,847 | $ 283,624,535 | ||||||||
After The Completion Of Business Combination [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Period after which the warrants are exercisable | 30 days | ||||||||||
After The Closing Of Initial Public Offer [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Period after which the warrants are exercisable | 12 months | ||||||||||
IPO [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during the period shares | 30,000,000 | ||||||||||
Deferred underwriting fee | $ 10,500,000 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during the period shares | 3,900,000 | ||||||||||
Sale of stock issue price per share | $ 10 |
Initial Public Offering - Summa
Initial Public Offering - Summary of Class A common stock subject to redemption (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 16, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Class A common stock subject to possible redemption | $ 16,721,020 | ||
Less: | |||
Payment from Trust Account in connection with redemption of shares | $ 81,200 | ||
Plus: | |||
Class A common stock subject to possible redemption | 16,721,020 | $ 16,721,020 | |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Class A common stock subject to possible redemption | 16,721,020 | 300,000,000 | |
Less: | |||
Common stock issuance costs | (15,968,970) | ||
Payment from Trust Account in connection with redemption of shares | (283,624,535) | ||
Plus: | |||
Accretion of carrying value to redemption value | 36,301,925 | ||
Class A common stock subject to possible redemption | $ 16,721,020 | 16,721,020 | |
IPO [Member] | |||
Less: | |||
Proceeds allocated to Public Warrants | $ (19,987,400) |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement Warrants [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Subsidiary or Equity Method Investee [Line Items] | |
Class of warrants or rights issued during the period warrants | shares | 8,000,000 |
Class of warrants or rights issued price per warrant | $ / shares | $ 1 |
Proceeds from the issuance of warrants | $ | $ 8,000,000 |
Class of warrants or rights lock in period after business combination | 30 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||||
Jun. 11, 2023 | Oct. 11, 2022 | Oct. 05, 2022 | Jun. 09, 2022 | Dec. 11, 2020 | Nov. 30, 2020 | Aug. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 25, 2023 | Apr. 07, 2023 | Dec. 31, 2022 | Jun. 14, 2022 | Jun. 02, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | $ 135,000 | $ 0 | ||||||||||||
Due To Related Parties Current | 0 | $ 242,089 | ||||||||||||
Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from the issuance of warrants | $ 8,000,000 | |||||||||||||
Class of warrants or rights issued during the period warrants | 8,000,000 | |||||||||||||
Class of warrants or rights issued price per warrant | $ 1 | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during the period shares | 3,900,000 | |||||||||||||
Sale of stock issue price per share | $ 10 | |||||||||||||
Promissory Note Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due To Related Parties Current | $ 135,000 | |||||||||||||
Notes Payable, Related Parties, Current | 0 | 0 | ||||||||||||
Due To Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Accounts payable receivable from related party current | 242,089 | |||||||||||||
Accounts receivable from related party current | 5,578 | |||||||||||||
Accounts payable related party current | 247,667 | |||||||||||||
Advances From Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due To Related Parties Current | $ 869,044 | 802,644 | ||||||||||||
October Non Redemption Agreement Common Stock [Member] | Gary Teplis [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of trading days from the commencement of non redemption agreement | 45 days | |||||||||||||
October Non Redemption Agreement Common Stock [Member] | Gary Teplis [Member] | Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, dividends, per share, cash paid | $ 0.05 | |||||||||||||
June Non Redemption Agreement Common Stock [Member] | Gary Teplis [Member] | Chief Executive Officer [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, dividends, per share, cash paid | $ 0.033 | |||||||||||||
Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Lock in period of shares | 1 year | |||||||||||||
Share price | $ 12 | |||||||||||||
Number of trading days for determining the share price | 20 days | |||||||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||||||
Waiting time after which the share price is considered | 150 days | |||||||||||||
Fee payable for month for secretarial administrative and support services | $ 10,000 | |||||||||||||
Due To Related Parties Current | 869,044 | $ 802,644 | ||||||||||||
Payment to non-redeeming stockholder | $ 66,937 | $ 184,929 | ||||||||||||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | 247,667 | |||||||||||||
Sponsor [Member] | Promissory Note Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument face value | $ 300,000 | |||||||||||||
Proceeds from related party debt | $ 275,000 | 135,000 | ||||||||||||
Sponsor [Member] | Promissory Note Related Party [Member] | Subsequent Event [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument face value | $ 135,000 | |||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Working capital loans convertible into equity warrants value | $ 1,500,000 | |||||||||||||
Debt instrument convertible price per share | $ 1 | |||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | Subsequent Event [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument face value | $ 135,000 | |||||||||||||
Common Class B [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares issued | 7,500,000 | 7,500,000 | ||||||||||||
Common stock shares outstanding | 7,500,000 | 7,500,000 | ||||||||||||
Common Class B [Member] | Subsequent Event [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares issued | 0 | |||||||||||||
Common stock shares outstanding | 0 | |||||||||||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Founders shares included aggregate subject to forfeiture | 978,750 | |||||||||||||
Underwriters partially exercised subject to forfeiture | 975,000 | |||||||||||||
Common Class B [Member] | Proposed Public Offering [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares issued | 7,503,750 | |||||||||||||
Common stock shares outstanding | 7,503,750 | |||||||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during the period shares | 8,625,000 | |||||||||||||
Stock issued during the period value | $ 25,000 | |||||||||||||
Sale of stock issue price per share | $ 0.003 | |||||||||||||
Share based compensation by share based payment arrangement shares forfeited | 3,750 | |||||||||||||
Founders shares aggregate surrendered were cancelled | 1,437,500 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares issued | 0 | 0 | ||||||||||||
Common stock shares outstanding | 0 | 0 | ||||||||||||
Common Class A [Member] | Subsequent Event [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares issued | 8,834,645 | |||||||||||||
Common stock shares outstanding | 8,834,645 | |||||||||||||
Common Class A [Member] | October Non Redemption Agreement Common Stock [Member] | Gary Teplis [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares subject to transfer restriction for a particular period | 223,124 | |||||||||||||
Common Class A [Member] | June Non Redemption Agreement Common Stock [Member] | Gary Teplis [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares subject to transfer restriction for a particular period | 1,250,000 | |||||||||||||
Non redemption agreement threshold date | Oct. 11, 2022 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 11, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 16, 2022 |
Other Commitments [Line Items] | ||||
Payment of stock issuance costs | $ 6,000,000 | |||
Deferred underwriting fee | $ 10,500,000 | $ 10,500,000 | ||
Percentage of excise tax | 1% | |||
Percentage of fair market value of shares repurchased | 1% | |||
Over-Allotment Option [Member] | ||||
Other Commitments [Line Items] | ||||
Number of days given to underwriters to subscribe to over allotment option | 45 days | |||
Common stock shares subscribed but not issued | 3,915,000 | |||
Stock issued during the period shares | 3,900,000 | |||
IPO [Member] | ||||
Other Commitments [Line Items] | ||||
Stock issued during the period shares | 30,000,000 | |||
Deferred underwriting commission as a percentage of gross proceeds of initial public offer | 2% | |||
Deferred underwriting fee | $ 10,500,000 | |||
Deferred underwriting commission payable as a percentage of gross proceeds of initial public offer | 3.50% |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Apr. 07, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock shares par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Subsequent Event [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Conversion Basis | one-to-one basis | ||
Sponsor [Member] | |||
Class of Stock [Line Items] | |||
Lock in period of shares | 1 year | ||
Share price | $ 12 | ||
Number of trading days for determining the share price | 20 days | ||
Number of consecutive trading days for determining the share price | 30 days | ||
Waiting time after which the share price is considered | 150 days | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 280,000,000 | 280,000,000 | |
Common stock shares issued | 0 | 0 | |
Common stock shares outstanding | 0 | 0 | |
Temporary equity shares outstanding | 1,672,102 | 1,672,102 | |
Percentage of total shares issued and outstanding after conversion from one class to another | 20% | ||
Common Class A [Member] | Subsequent Event [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares issued | 8,834,645 | ||
Common stock shares outstanding | 8,834,645 | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 20,000,000 | 20,000,000 | |
Common stock shares issued | 7,500,000 | 7,500,000 | |
Common stock shares outstanding | 7,500,000 | 7,500,000 | |
Common Class B [Member] | Subsequent Event [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares issued | 0 | ||
Common stock shares outstanding | 0 | ||
Common Stock, Conversion Basis | one-for-one basis | ||
Common Class B [Member] | Sponsor [Member] | Subsequent Event [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 7,500,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets And Liabilities Measured At Fair Value (Detail) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 1,213,014 | $ 1,383,449 |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 768,000 | 877,500 |
Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 445,014 | 505,949 |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 768,000 | 877,500 |
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 768,000 | 877,500 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 445,014 | 505,949 |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 445,014 | $ 505,949 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of the Monte Carlo simulation model for the Private Placement Warrants (Detail) - Warrant Liability [Member] - Private Placement Warrants [Member] - Fair Value, Inputs, Level 3 [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected term (years) | 5 years 11 months 19 days | 1 year 1 month 24 days |
Expected volatility | 7.10% | 7.90% |
Risk-free interest rate | 4.66% | 4.68% |
Exercise price | $ 11.5 | $ 11.5 |
Fair value of the common stock price | $ 10.18 | $ 9.92 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the changes in the fair value of the Level 3 warrant liability (Detail) - Private Placement Warrants [Member] - Warrant Liability [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 505,949 | $ 4,822,783 |
Change in fair value | (60,935) | (3,428,308) |
Ending balance | $ 445,014 | $ 1,394,475 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Detail) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate fair value of public warrants | $ 1,213,014 | $ 1,383,449 |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate fair value of public warrants | 768,000 | 877,500 |
Public Warrants [Member] | Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate fair value of public warrants | $ 768,000 | $ 877,500 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Apr. 23, 2023 | Apr. 07, 2023 | Aug. 31, 2020 | Mar. 31, 2023 | Apr. 25, 2023 | Dec. 31, 2022 | Jun. 02, 2021 | Dec. 11, 2020 | |
Subsequent Event [Line Items] | ||||||||
Assets Held-in-trust, Noncurrent | $ 16,851,596 | $ 16,975,796 | ||||||
Preferred stock shares par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 23,000,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | |||||||
Common Class B [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common Stock, Shares, Issued | 7,500,000 | 7,500,000 | ||||||
Common Stock, Shares, Outstanding | 7,500,000 | 7,500,000 | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common Stock, Shares, Issued | 0 | 0 | ||||||
Common Stock, Shares, Outstanding | 0 | 0 | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Sponsor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share Price | $ 12 | |||||||
Number Of Trading Days For Determining The Share Price | 20 days | |||||||
Number Of Consecutive Trading Days For Determining The Share Price | 30 days | |||||||
Sponsor [Member] | Common Class B [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 8,625,000 | |||||||
Promissory Note Related Party [Member] | Sponsor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Promissory Note | $ 300,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common Stock, Conversion Basis | one-to-one basis | |||||||
Minimum Net Worth Required for Compliance | $ 5,000,001 | |||||||
Stock Redeemed or Called During Period, Shares | 337,457 | |||||||
Shares Issued, Price Per Share | $ 10.08 | |||||||
Assets Held-in-trust, Noncurrent | $ 13,460,674 | |||||||
Subsequent Event [Member] | Sponsor Support Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | |||||||
Shares Subject To Forfeit | 4,500,000 | |||||||
Share Forfeiture Reduction Ratio | number of forfeited shares to be reduced by 20,000 shares for each $1,000,000 by which the proceeds of the Closing Offering | |||||||
Amount Raised From Financing And Amount Remaning In The Trust Account | $ 38,000,000 | |||||||
Warrants Subject To Forfeit | 6,500,000 | |||||||
Shares To Be Deposited In Escrow Account | 1,250,000 | |||||||
Warrants To Be Deposited In Escrow Account | 1,000,000 | |||||||
Subsequent Event [Member] | New Picard Warrants [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | |||||||
Class of Warrant or Right Issued During the Period | 6,500,000 | |||||||
Warrants Reserved For Future Issuance | 30,000 | |||||||
Subsequent Event [Member] | New Picard Warrants [Member] | Sponsor Support Agreement [Member] | Tranche Two [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number Of Shares Contingently Issuable | 10,000,000 | |||||||
Subsequent Event [Member] | Earnout Warrants [Member] | Sponsor Support Agreement [Member] | Tranche Two [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number Of Shares Contingently Issuable | 1,000,000 | |||||||
Subsequent Event [Member] | Picard Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Preferred stock shares par or stated value per share | $ 0.0001 | |||||||
Subsequent Event [Member] | Picard Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock par or stated value per share | $ 0.001 | |||||||
Subsequent Event [Member] | New Picard Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 48,000,000 | |||||||
Common stock par or stated value per share | $ 0.001 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,500,000 | |||||||
Number Of Trading Days For Which Volume Weighted Average Price Of Stock Remain Within Prescribed Limit | 20 days | |||||||
Number Of Consecutive Trading Days For Which Volume Weighted Average Price Of Stock Remain Within Prescribed Limit | 30 days | |||||||
Common Stock Reserved For Future Issuance | 100,000 | |||||||
Subsequent Event [Member] | New Picard Common Stock [Member] | Sponsor Support Agreement [Member] | Tranche One [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share Price | $ 12.5 | |||||||
Number Of Trading Days For Determining The Share Price | 20 days | |||||||
Number Of Consecutive Trading Days For Determining The Share Price | 30 days | |||||||
Subsequent Event [Member] | New Picard Common Stock [Member] | Weighted Average [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares Issued, Price Per Share | $ 12.5 | |||||||
Subsequent Event [Member] | Common Stock [Member] | Picard Support Agreements [Member] | Business Combination Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage Of The Outstanding Equity | 90% | |||||||
Subsequent Event [Member] | Preferred Stock [Member] | Picard Support Agreements [Member] | Business Combination Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage Of The Outstanding Equity | 100% | |||||||
Subsequent Event [Member] | Lock Up Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share Price | $ 12 | |||||||
Number Of Trading Days For Determining The Share Price | 20 days | |||||||
Number Of Consecutive Trading Days For Determining The Share Price | 30 days | |||||||
Number Of Consecutive Trading Days Upon The Closing Of Mergers | 150 days | |||||||
Number Of Trading Days Upon The Closing Of Mergers | 30 days | |||||||
Subsequent Event [Member] | Common Class B [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common Stock, Conversion Basis | one-for-one basis | |||||||
Common Stock, Shares, Issued | 0 | |||||||
Common Stock, Shares, Outstanding | 0 | |||||||
Subsequent Event [Member] | Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common Stock, Shares, Issued | 8,834,645 | |||||||
Common Stock, Shares, Outstanding | 8,834,645 | |||||||
Subsequent Event [Member] | Sponsor Earnout Shares [Member] | Sponsor Support Agreement [Member] | Tranche One [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number Of Shares Contingently Issuable | 500,000 | |||||||
Subsequent Event [Member] | Sponsor Earnout Shares [Member] | Sponsor Support Agreement [Member] | Tranche Two [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number Of Shares Contingently Issuable | 250,000 | |||||||
Subsequent Event [Member] | Sponsor Earnout Shares [Member] | Sponsor Support Agreement [Member] | Tranche Three [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number Of Shares Contingently Issuable | 750,000 | |||||||
Subsequent Event [Member] | Sponsor [Member] | Common Class B [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock Issued During Period, Shares, Issued for Services | 7,500,000 | |||||||
Subsequent Event [Member] | Promissory Note Related Party [Member] | Sponsor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Promissory Note | $ 135,000 |