Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Aequi Acquisition Corp. | ||
Trading Symbol | ARBG | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 227,240,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001823826 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39715 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-2850133 | ||
Entity Address, Address Line One | 500 West Putnam Avenue | ||
Entity Address, Address Line Two | Suite 400 | ||
Entity Address, City or Town | Greenwich | ||
Entity Address, State or Province | CT | ||
Entity Address, Postal Zip Code | 06830 | ||
City Area Code | (917) | ||
Local Phone Number | 297-4075 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York | ||
Auditor Firm ID | 100 | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 3,589,044 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 170,652 | $ 745,727 |
Prepaid expenses | 42,900 | 215,875 |
Total current assets | 213,552 | 961,602 |
Cash and investments held in Trust Account | 36,453,939 | 230,154,089 |
TOTAL ASSETS | 36,667,491 | 231,115,691 |
Current liabilities | ||
Accrued expenses | 656,583 | 322,595 |
Income taxes payable | 120,056 | |
Total current liabilities | 776,639 | 322,595 |
Warrant liabilities | 337,867 | 6,516,000 |
Deferred underwriting fee payable | 8,050,000 | 8,050,000 |
TOTAL LIABILITIES | 9,164,506 | 14,888,595 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 3,589,044 and 23,000,000 shares issued and outstanding at $10.14 and $10.00 per share at redemption value as of December 31, 2022 and 2021, respectively | 36,399,919 | 230,000,000 |
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021 | ||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021, respectively (excluding 3,589,044 and 23,000,000 shares subject to possible redemption as of December 31, 2022 and 2021, respectively) | ||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding as of December 31, 2022 and 2021 | 575 | 575 |
Additional paid-in capital | ||
Accumulated deficit | (8,897,509) | (13,773,479) |
TOTAL STOCKHOLDERS’ DEFICIT | (8,896,934) | (13,772,904) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | $ 36,667,491 | $ 231,115,691 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Class A Common Stock | ||
Subject to possible redemption, per share value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Subject to possible redemption, shares issued | 3,589,044 | 23,000,000 |
Ssubject to possible redemption, shares outstanding | 3,589,044 | 23,000,000 |
Subject to possible redemption, per share value (in Dollars per share) | $ 10.14 | $ 10 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expenses | $ 1,423,938 | $ 1,024,317 |
Loss from operations | (1,423,938) | (1,024,317) |
Other income: | ||
Interest earned on cash and investments held in Trust Account | 2,412,963 | 134,844 |
Change in fair value of warrant liabilities | 6,178,133 | 7,240,000 |
Total other income | 8,591,096 | 7,374,844 |
Income before provision for income taxes | 7,167,158 | 6,350,527 |
Provision for income taxes | (307,056) | |
Net income | $ 6,860,102 | $ 6,350,527 |
Class A Common Stock | ||
Other income: | ||
Weighted average shares outstanding (in Shares) | 20,660,049 | 23,000,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.26 | $ 0.22 |
Class B Common Stock | ||
Other income: | ||
Weighted average shares outstanding (in Shares) | 5,750,000 | 5,750,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.26 | $ 0.22 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock | ||
Basic and diluted net income (loss) per share | $ 0.26 | $ 0.22 |
Class B Common Stock | ||
Basic and diluted net income (loss) per share | $ 0.26 | $ 0.22 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Deficit - USD ($) | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 575 | $ (20,124,006) | $ (20,123,431) | |
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 | |||
Net income | 6,350,527 | 6,350,527 | ||
Balance at Dec. 31, 2021 | $ 575 | (13,773,479) | (13,772,904) | |
Balance (in Shares) at Dec. 31, 2021 | 5,750,000 | |||
Accretion for Class A common stock subject to redemption | (1,984,132) | (1,984,132) | ||
Net income | 6,860,102 | 6,860,102 | ||
Balance at Dec. 31, 2022 | $ 575 | $ (8,897,509) | $ (8,896,934) | |
Balance (in Shares) at Dec. 31, 2022 | 5,750,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 6,860,102 | $ 6,350,527 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | (6,178,133) | (7,240,000) |
Interest earned on cash and investments held in Trust Account | (2,412,963) | (134,844) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 172,975 | 247,419 |
Accounts payable and accrued expenses | 333,988 | 227,581 |
Income taxes payable | 120,056 | |
Net cash used in operating activities | (1,103,975) | (549,317) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | 528,900 | |
Cash withdrawn from Trust Account in connection with redemption | 195,584,213 | |
Net cash provided by investing activities | 196,113,113 | |
Cash Flows from Financing Activities: | ||
Payment of offering costs | (50,000) | |
Redemption of common stock | (195,584,213) | |
Net cash used in financing activities | (195,584,213) | (50,000) |
Net Change in Cash | (575,075) | (599,317) |
Cash – Beginning of year | 745,727 | 1,345,044 |
Cash – End of year | 170,652 | 745,727 |
Supplemental Cash Flow Disclosures | ||
Income taxes paid | $ 187,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Aequi Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 1, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from September 1, 2020 (inception) through December 31, 2022 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering (the “IPO Registration Statement”) was declared effective on November 19, 2020. On November 24, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Aequi Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 4. Following the closing of the Initial Public Offering on November 24, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. On December 2, 2020, the Company consummated the sale of an additional 3,000,000 Units, at $10.00 per Unit, and the sale of an additional 400,000 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $30,600,000. A total of $30,000,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $230,000,000. Transaction costs amounted to $13,092,230, consisting of $4,600,000 in cash underwriting fees, $8,050,000 of deferred underwriting fees and $442,230 of other offering costs, of which $250,000 was paid through the transfer of Founder Shares (as defined below). An aggregate of $373,435 of the transaction costs allocated to the warrants was charged to the statements of operations upon the closing of the Initial Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s Warrants (as defined below). The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination by August 24, 2023 (or such earlier date as determined by the Company’s board of directors) (the “Combination Period”) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. On November 15, 2022, the Company held a special meeting in lieu of annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate its Business Combination from November 24, 2022 to August 24, 2023 (or such earlier date as determined by the Board of Directors of the Company). In connection with the Meeting, stockholders holding 19,410,956 shares of Class A common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $195.5 million (approximately $10.07 per Public Share) was removed from the Trust Account to pay such holders and approximately $36.1 million remained in the Trust Account. Following redemptions, the Company has 3,589,044 Public Shares outstanding. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below 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 public 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 monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources and Going Concern As of December 31, 2022, the Company had approximately $0.2 million in its operating bank account and working capital deficit of approximately $0.5 million. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loans. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the financial statements were issued. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until the end of the Combination Period to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of the Combination Period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Cash and Marketable Securities Held in the Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held in demand deposits. At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds invested in U.S. Treasury Bills (see Note 11). 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 Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features 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, common stock is classified as stockholders’ equity (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 occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, Class A common stock subject to possible redemption was presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. For the year ended December 31, 2022, the Company recorded accretion of $1,984,132, which represents the interest earned on the Trust Account net of allowable withdrawals for tax purposes and dissolutions expenses (set at a maximum of $100,000). At December 31, 2022 and 2021, the adjustments of the value of Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (6,440,000 ) Class A common stock issuance costs (12,726,008 ) Plus: Accretion of carrying value to redemption value 19,166,008 Class A common stock subject to possible redemption, December 31, 2020 $ 230,000,000 Class A common stock subject to possible redemption, December 31, 2021 $ 230,000,000 Less: Redemption of common stock (195,584,213 ) Plus: Accretion of carrying value to redemption value 1,984,132 Class A common stock subject to possible redemption, December 31, 2022 $ 36,399,919 Offering Costs The Company complies with the requirement of ASC 340-10-S99-1. Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (together with the Public Warrants and warrants convertible from the Working Capital Loans, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value for the Public Warrants and the Private Placement Warrants as of each relevant date. The Private Placement Warrants have substantially the same terms as the Public Warrants. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements’ carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2022 and 2021, the Company had deferred tax assets with a full valuation allowance recorded against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. Net Income per Share of Common Stock Net income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of Warrants sold in the Initial Public Offering and private placement to purchase 12,066,667 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent on future events. The Company calculates its earnings per share to allocate net income pro rata to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income of the Company. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 5,366,520 $ 1,493,582 $ 5,080,422 $ 1,270,105 Denominator: Basic and diluted weighted average shares outstanding 20,660,049 5,750,000 23,000,000 5,750,000 Basic and diluted net income per share of common stock $ 0.26 $ 0.26 $ 0.22 $ 0.22 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, other than the warrant liabilities (see Note 11). Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, inclusive of 3,000,000 Units sold to the underwriters on December 2, 2020 as a result of the underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or an aggregate of $6,000,000. On December 2, 2020, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 400,000 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $600,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In September 2020, the Sponsor purchased 8,625,000 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On October 5, 2020, the Sponsor transferred 350,000 Founder Shares to the Company’s legal counsel in consideration for its services in lieu of a cash payment for fees. In November 2020, the Sponsor returned to the Company, at no cost, an aggregate of 2,875,000 Founder Shares, which the Company cancelled, resulting in an aggregate of 5,750,000 Founder Shares outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on November 19, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the years ended December 31, 2022 and 2021, the Company incurred $120,000 and $120,000 in fees related to these services, respectively. The Company had a total of $30,000 and $130,000 included in accrued expenses related to the administrative services in the accompanying balance sheets as of December 31, 2022 and 2021, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would 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 a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. At December 31, 2022 and 2021, there were no Working Capital Loans outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 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 U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases 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 Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on November 19, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have registration rights to require the Company to register a sale of any of its securities held by the Company (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have certain “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the costs and expenses incurred in connection with filing any such registration statements. Underwriting Agreement The underwriters are entitled to deferred underwriting discounts and commissions of $0.35 per Unit, or up to $8,050,000 in the aggregate. The deferred underwriting discounts and commissions will become payable at the Company’s sole discretion to (i) any participating underwriter or syndicate members in the Initial Public Offering, in part or in full, or (ii) any third parties not participating in the Initial Public Offering that assist the Company in consummating the initial Business Combination. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2022 | |
Class A Common Stock Subject to Possible Redemption [Abstract] | |
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | NOTE 7. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 3,589,044 and 23,000,000 shares of Class A common stock issued and outstanding, respectively, which are subject to possible redemption and are presented as temporary equity. 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 future events. In connection with the Meeting on November 15, 2022, stockholders holding 19,410,956 shares of Class A common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $195.5 million (approximately $10.07 per public share) was removed from the Trust Account to pay such holders and approximately $36.1 million remained in the Trust Account. Following redemptions, the Company has 3,589,044 public shares outstanding. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ Deficit [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock Class B Common Stock Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Warrant Liabilities [Abstract] | |
WARRANT LIABILITIES | NOTE 9. WARRANT LIABILITIES At December 31, 2022 and 2021, there were 7,666,667 Public Warrants and 4,400,000 Private Placement Warrants outstanding to purchase an aggregate of 12,066,667 shares of Class A common stock which are contingent upon the occurrence of future events as discussed below. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any 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 covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue 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. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of warrants for cash. ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of shares of the 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 within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to warrant holders If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A common stock. ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of 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 initial stockholders or their respective affiliates, without taking into account any Founder Shares held by the Sponsor, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 10. INCOME TAXES The Company’s net deferred tax assets are as follows: December 31, December 31, 2022 2021 Net operating loss carryforward $ — $ 23,652 Organizational costs/start-up expenses 317,395 194,679 Total deferred tax assets before valuation allowance 317,395 218,331 Valuation allowance (317,395 ) (218,331 ) Deferred tax assets, net of allowance $ — $ — The income tax provision consists of the following: Year Ended Year Ended 2022 2021 Federal Current $ 307,056 $ — Deferred (99,064 ) (186,789 ) State Current — — Deferred — — Change in valuation allowance 99,064 186,789 Income tax provision $ 307,056 $ — As of December 31, 2022 and 2021, the Company had a total of $0 and $112,628, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $99,064 and $186,789, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrants (18.1 )% (24.0 )% Change in valuation allowance 1.4 % 3.0 % Income tax provision 4.3 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 11. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held to maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2022, assets held in the Trust Account of $36,453,939 were held in demand deposits. At December 31, 2021, assets held in the Trust Account were comprised of $1,368 in cash and $230,152,721 in U.S. Treasury securities. During the year ended December 31, 2022, the Company withdrew a total of $528,900 from the Trust Account to pay for franchise and income taxes of the Company, and withdrew $195,584,213 from the Trust Account in connection with the redemption of common stock. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021. The gross holding gains and fair value of held-to-maturity securities at December 31, 2022 and 2021 are as follows: Held-To-Maturity Securities Amortized Gross Fair Value December 31, 2021 U.S. Treasury Securities (Matured on January 4, 2022) $ 230,152,721 $ 1,278 $ 230,153,999 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Level Amount Level Amount Assets: U.S. Treasury Securities 1 $ — 1 $ 230,153,999 Liabilities: Warrant Liability – Public Warrants 1 $ 214,667 1 $ 4,140,000 Warrant Liability – Private Placement Warrants 2 $ 123,200 2 $ 2,376,000 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of warrant liabilities in the statements of operations. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ARBGW. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the make-whole provision, which allows for the use of an observable market quote for a similar asset in an active market. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from the various Levels during the years ended December 31, 2022 and 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Promissory Note On February 1, 2023, the Company issued a promissory note (the “Note”) in the principal amount of up to $1,500,000 to the Sponsor. The Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. As of the date hereof, the Sponsor has not advanced any funds to the Company under the Note. If the Company completes a Business Combination, the Company would repay the Note out of the proceeds of the trust account released to the Company. Otherwise, the Note would be repaid only out of funds held outside the trust account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Note but no proceeds from the trust account would be used to repay the Note. At the election of the Sponsor, all or a portion of the unpaid principal amount of the Note may be converted into warrants of the Company at a price of $1.50 per warrant (the “Conversion Warrants”). The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note. Deferred Underwriting Fee Payable On November 19, 2020, the underwriters agreed that the deferred underwriting discounts and commissions for a total of up to $8,050,000 may be paid at the Company’s sole discretion to (i) any participating underwriter or syndicate members in the Initial Public Offering, in part or in full, or (ii) any third parties not participating in the Initial Public Offering that assist the Company in consummating the initial Business Combination. On March 2, 2023, BofA Securities, Inc., who acted as a joint book-running manager of the Initial Public Offering, waived its entitlement to the Company’s payment of the deferred underwriting discounts and commissions. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. |
Cash and Marketable Securities Held in the Trust Account | Cash and Marketable Securities Held in the Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held in demand deposits. At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds invested in U.S. Treasury Bills (see Note 11). |
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 Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features 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, common stock is classified as stockholders’ equity (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 occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, Class A common stock subject to possible redemption was presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. For the year ended December 31, 2022, the Company recorded accretion of $1,984,132, which represents the interest earned on the Trust Account net of allowable withdrawals for tax purposes and dissolutions expenses (set at a maximum of $100,000). At December 31, 2022 and 2021, the adjustments of the value of Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (6,440,000 ) Class A common stock issuance costs (12,726,008 ) Plus: Accretion of carrying value to redemption value 19,166,008 Class A common stock subject to possible redemption, December 31, 2020 $ 230,000,000 Class A common stock subject to possible redemption, December 31, 2021 $ 230,000,000 Less: Redemption of common stock (195,584,213 ) Plus: Accretion of carrying value to redemption value 1,984,132 Class A common stock subject to possible redemption, December 31, 2022 $ 36,399,919 |
Offering Costs | Offering Costs The Company complies with the requirement of ASC 340-10-S99-1. Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (together with the Public Warrants and warrants convertible from the Working Capital Loans, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value for the Public Warrants and the Private Placement Warrants as of each relevant date. The Private Placement Warrants have substantially the same terms as the Public Warrants. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements’ carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2022 and 2021, the Company had deferred tax assets with a full valuation allowance recorded against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. |
Net Income per Share of Common Stock | Net Income per Share of Common Stock Net income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of Warrants sold in the Initial Public Offering and private placement to purchase 12,066,667 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent on future events. The Company calculates its earnings per share to allocate net income pro rata to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income of the Company. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 5,366,520 $ 1,493,582 $ 5,080,422 $ 1,270,105 Denominator: Basic and diluted weighted average shares outstanding 20,660,049 5,750,000 23,000,000 5,750,000 Basic and diluted net income per share of common stock $ 0.26 $ 0.26 $ 0.22 $ 0.22 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, other than the warrant liabilities (see Note 11). |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of class A common stock reflected in the condensed balance sheets | Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (6,440,000 ) Class A common stock issuance costs (12,726,008 ) Plus: Accretion of carrying value to redemption value 19,166,008 Class A common stock subject to possible redemption, December 31, 2020 $ 230,000,000 Class A common stock subject to possible redemption, December 31, 2021 $ 230,000,000 Less: Redemption of common stock (195,584,213 ) Plus: Accretion of carrying value to redemption value 1,984,132 Class A common stock subject to possible redemption, December 31, 2022 $ 36,399,919 |
Schedule of basic and diluted net income per share of common stock | Year Ended Year Ended Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 5,366,520 $ 1,493,582 $ 5,080,422 $ 1,270,105 Denominator: Basic and diluted weighted average shares outstanding 20,660,049 5,750,000 23,000,000 5,750,000 Basic and diluted net income per share of common stock $ 0.26 $ 0.26 $ 0.22 $ 0.22 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of company’s net deferred tax assets | December 31, December 31, 2022 2021 Net operating loss carryforward $ — $ 23,652 Organizational costs/start-up expenses 317,395 194,679 Total deferred tax assets before valuation allowance 317,395 218,331 Valuation allowance (317,395 ) (218,331 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of income tax provision | Year Ended Year Ended 2022 2021 Federal Current $ 307,056 $ — Deferred (99,064 ) (186,789 ) State Current — — Deferred — — Change in valuation allowance 99,064 186,789 Income tax provision $ 307,056 $ — |
Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate | December 31, December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrants (18.1 )% (24.0 )% Change in valuation allowance 1.4 % 3.0 % Income tax provision 4.3 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | |
Schedule of assets that are measured at fair value on a recurring basis | Held-To-Maturity Securities Amortized Gross Fair Value December 31, 2021 U.S. Treasury Securities (Matured on January 4, 2022) $ 230,152,721 $ 1,278 $ 230,153,999 |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | December 31, December 31, Level Amount Level Amount Assets: U.S. Treasury Securities 1 $ — 1 $ 230,153,999 Liabilities: Warrant Liability – Public Warrants 1 $ 214,667 1 $ 4,140,000 Warrant Liability – Private Placement Warrants 2 $ 123,200 2 $ 2,376,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 02, 2020 | Nov. 24, 2020 | Dec. 31, 2022 | |
Description of Organization and Business Operations (Details) [Line Items] | |||
Public share price per share (in Dollars per share) | $ 10 | ||
Additional units (in Shares) | 3,000,000 | ||
Additional sale of stock price per unit (in Dollars per share) | $ 10 | ||
Aggregate proceeds held in trust account | $ 230,000,000 | ||
Cash underwriting fees | $ 4,600,000 | ||
Deferred underwriting fees | 8,050,000 | ||
Other offering costs | 442,230 | ||
Transfer of founder shares | $ 250,000 | ||
Fair market value percentage assets held in the trust account | 80% | ||
Aggregate public shares percentage | 15% | ||
Public shares redeem percentage | 100% | ||
Trust account approximately amount | $ 195,500,000 | ||
Variable Interest Entity, Conclusion to Consolidate, Change in Facts and Circumstances, Description | $10.07 | ||
Public per share (in Dollars per share) | $ 36,100,000 | ||
Public shares outstanding (in Shares) | 3,589,044 | ||
Interest expense | $ 100,000 | ||
Trust account, description | In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below 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 public 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 monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | ||
Operating bank account | $ 200,000 | ||
Working capital | $ 500,000 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Net proceeds | $ 200,000,000 | ||
Price per unit (in Dollars per share) | $ 10 | ||
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Warrant price per share (in Dollars per share) | $ 1.5 | ||
Net proceeds | $ 30,000,000 | ||
Additional units (in Shares) | 400,000 | ||
Additional sale of stock price per unit (in Dollars per share) | $ 1.5 | ||
Gross proceeds | $ 30,600,000 | ||
Class A Common Stock [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Stockholders shares (in Shares) | 19,410,956 | ||
Class A Common Stock [Member] | Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of units issued (in Shares) | 20,000,000 | ||
Public share price per share (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 200,000,000 | ||
Class A Common Stock [Member] | Private Placement Warrants [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Price per unit (in Dollars per share) | $ 11.5 | ||
Business Combination [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Warrant price per share (in Dollars per share) | $ 1.5 | ||
Transaction costs | $ 13,092,230 | ||
Voting percentage | 50% | ||
Net tangible assets | $ 5,000,001 | ||
Initial public offering price per unit (in Dollars per share) | $ 10 | ||
Business Combination [Member] | Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Transaction costs | $ 373,435 | ||
Aequi Sponsor LLC [Member] | Private Placement Warrants [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Gross proceeds | $ 6,000,000 | ||
Sale of warrants (in Shares) | 4,000,000 | ||
Warrant price per share (in Dollars per share) | $ 1.5 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Accounting Policies [Abstract] | |
Interest earned | $ 1,984,132 |
Dissolutions expenses | $ 100,000 |
Diluted income per share (in Dollars per share) | $ / shares | $ 12,066,667 |
Federal depository insurance coverage | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of class A common stock reflected in the condensed balance sheets - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Class A Common Stock Reflected In The Condensed Balance Sheets [Abstract] | ||
Gross proceeds | $ 230,000,000 | |
Proceeds allocated to Public Warrants | (6,440,000) | |
Class A common stock issuance costs | (12,726,008) | |
Accretion of carrying value to redemption value | 19,166,008 | |
Class A common stock subject to possible redemption, December 31, 2020 | 230,000,000 | |
Class A common stock subject to possible redemption, December 31, 2021 | $ 230,000,000 | |
Redemption of common stock | $ (195,584,213) | |
Accretion of carrying value to redemption value | 1,984,132 | |
Class A common stock subject to possible redemption, December 31, 2022 | $ 36,399,919 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of net income | $ 5,366,520 | $ 5,080,422 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 20,660,049 | 23,000,000 |
Basic and diluted net income per share of common stock | $ 0.26 | $ 0.22 |
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net income | $ 1,493,582 | $ 1,270,105 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 5,750,000 | 5,750,000 |
Basic and diluted net income per share of common stock | $ 0.26 | $ 0.22 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 20,660,049 | 23,000,000 |
Diluted net income per share of common stock | $ 0.26 | $ 0.22 |
Class B Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 5,750,000 | 5,750,000 |
Diluted net income per share of common stock | $ 0.26 | $ 0.22 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Dec. 02, 2020 | Dec. 31, 2022 |
Initial Public Offering (Details) [Line Items] | ||
Initial public offering units | 3,000,000 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Initial public offering units | 23,000,000 | |
Price per share | $ 10 | |
Class A Common Stock [Member] | Public Warrant [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per share | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 12 Months Ended | |
Dec. 02, 2020 | Dec. 31, 2022 | |
Private Placement Warrants [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate purchased shares (in Shares) | 4,000,000 | |
Private placement warrant price | $ 1.5 | |
Aggregate amount (in Dollars) | $ 6,000,000 | |
Over-Allotment Option [Member] | ||
Private Placement (Details) [Line Items] | ||
Additional units of warrants (in Shares) | 400,000 | |
Stock price per share | $ 1.5 | |
Gross proceeds (in Dollars) | $ 600,000 | |
Class A Common Stock [Member] | Private Placement Warrants [Member] | ||
Private Placement (Details) [Line Items] | ||
Common stock price | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 05, 2020 | Nov. 30, 2020 | Nov. 19, 2020 | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate of founder shares (in Shares) | 2,875,000 | |||||
Sponsor total | $ 10,000 | |||||
Services fees | $ 120,000 | $ 120,000 | ||||
Accrued expenses | 30,000 | $ 130,000 | ||||
Working capital | $ 1,500,000 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of sponsor shares (in Shares) | 350,000 | |||||
Aggregate of founder shares outstanding (in Shares) | 5,750,000 | |||||
Class B Common Stock [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of sponsor shares (in Shares) | 8,625,000 | |||||
Aggregate price | $ 25,000 | |||||
Business Combination [Member] | Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Business combination, description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
Business Combination [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Price per warrant (in Dollars per share) | $ 1.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 16, 2022 | Dec. 31, 2022 | |
Commitments [Abstract] | ||
U.S. federal excise tax | 1% | |
Excise tax | 1% | |
Underwriters per share (in Dollars per share) | $ 0.35 | |
Aggregate amount (in Dollars) | $ 8,050,000 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Nov. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |||
Stockholders holding | 19,410,956 | ||
Trust account (in Dollars) | $ 195.5 | ||
Public per share (in Dollars per share) | $ 10.07 | ||
Trust account (in Dollars) | $ 36.1 | ||
Public shares outstanding | 3,589,044 | ||
Class A Common Stock [Member] | |||
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |||
Shares authorized | 100,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Voting rights | one | ||
Common stock, shares issued | 3,589,044 | 23,000,000 | |
Common stock, shares outstanding | 3,589,044 | 23,000,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class B Common Stock [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Voting rights | one | |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Percentage of sum of total number of common stock outstanding | 20% |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant Liabilities (Details) [Line Items] | ||
Public warrant (in Dollars) | $ 7,666,667 | |
Private placement warrants outstanding (in Shares) | 4,400,000 | |
Aggregate of shares (in Shares) | 12,066,667 | |
Business combination issue price | $ 9.2 | |
Percentage of issued price | 115% | |
Warrant [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Warrants price per share | $ 0.01 | |
Common Stock [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Common stock price per share | 18 | |
Class A Common Stock [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Warrants price per share | 0.1 | |
Common stock price per share | $ 10 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Abstract] | ||
Company respectively | $ 0 | $ 112,628 |
Valuation allowance | $ 99,064 | $ 186,789 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of company’s net deferred tax assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Company's Net Deferred Tax Assets [Abstract] | ||
Net operating loss carryforward | $ 23,652 | |
Organizational costs/start-up expenses | 317,395 | 194,679 |
Total deferred tax assets before valuation allowance | 317,395 | 218,331 |
Valuation allowance | (317,395) | (218,331) |
Deferred tax assets, net of allowance |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal | ||
Current | $ 307,056 | |
Deferred | (99,064) | $ (186,789) |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 99,064 | 186,789 |
Income tax provision | $ 307,056 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconciliation of The Federal Income Tax Rate To The Company's Effective Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Change in fair value of warrants | (18.10%) | (24.00%) |
Change in valuation allowance | 1.40% | 3% |
Income tax provision | 4.30% | 0% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements (Details) [Line Items] | ||
Demand deposits | $ 36,453,939 | |
Assets held in trust account | $ 1,368 | |
Income taxes | 528,900 | |
Trust account | $ 195,584,213 | |
U.S. Treasury Securities [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Assets held in trust account | $ 230,152,721 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - U.S. Treasury Securities [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule of Held-to-Maturity Securities [Line Items] | |
Held-To-Maturity Securities | U.S. Treasury Securities (Matured on January 4, 2022) |
Amortized Cost | $ 230,152,721 |
Gross Holding Gain (Loss) | 1,278 |
Fair Value | $ 230,153,999 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | U.S. Treasury Securities [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Assets | $ 230,153,999 | |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | 214,667 | 4,140,000 |
Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | $ 123,200 | $ 2,376,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 01, 2023 | Nov. 09, 2020 |
Subsequent Events (Details) [Line Items] | ||
Deferred underwriting discounts and commissions | $ 8,050,000 | |
Promissory Note [Member] | Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Principal amount | $ 1,500,000 | |
Conversion Warrants [Member] | Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Conversion price (in Dollars per share) | $ 1.5 |