Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-39922 | |
Entity Registrant Name | ONE EQUITY PARTNERS OPEN WATER I CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2827264 | |
Entity Address, Address Line One | c/o OEP Open Water I Holdings LLC | |
Entity Address, Address Line Two | 510 Madison Avenue | |
Entity Address, Address Line Three | 19th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 277-1500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001824677 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one Class A common share, $0.0001 par value, and one-fifth of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A common share, $0.0001 par value, and one-fifth of one redeemable warrant | |
Trading Symbol | OEPW.U | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common shares included as part of the units | |
Trading Symbol | OEPW | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Redeemable warrants included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | OEPW W | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 291,558 | $ 907,893 |
Prepaid expenses | 701,102 | 908,774 |
Total current assets | 992,660 | 1,816,667 |
Investments held in Trust Account | 346,289,593 | 345,043,249 |
Total Assets | 347,282,253 | 346,859,916 |
Current liabilities: | ||
Accounts payable | 457,206 | 423,124 |
Accrued expenses | 364,240 | 392,423 |
Income tax payable | 198,175 | |
Franchise tax payable | 62,842 | 200,000 |
Total current liabilities | 1,082,463 | 1,015,547 |
Derivative warrant liabilities | 1,601,210 | 10,140,970 |
Deferred underwriting commissions | 12,075,000 | 12,075,000 |
Total liabilities | 14,758,673 | 23,231,517 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 34,500,000 shares at redemption value of approximately $10.02 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively | 345,648,217 | 345,000,000 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued or outstanding as of September 30, 2022 and December 31, 2021 | ||
Accumulated deficit | (13,125,500) | (21,372,464) |
Total stockholders' deficit | (13,124,637) | (21,371,601) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 347,282,253 | 346,859,916 |
Class B Common Stock | ||
Stockholders' Deficit: | ||
Common stock | $ 863 | $ 863 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 400,000,000 | 400,000,000 |
Common shares, shares outstanding | 345,000,000 | 345,000,000 |
Temporary equity, shares outstanding | 345,000,000 | 345,000,000 |
Class A common stock subject to possible redemption (Per share) | $ 10.02 | $ 10 |
Class A Common Stock Subject to Redemption | ||
Temporary equity, shares outstanding | 34,500,000 | 34,500,000 |
Class A common stock subject to possible redemption (Par value) | $ 0.0001 | $ 0.0001 |
Class A Common Stock Not Subject to Redemption | ||
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 40,000,000 | 40,000,000 |
Common shares, shares issued | 8,625,000 | 8,625,000 |
Common shares, shares outstanding | 8,625,000 | 8,625,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
General and administrative expenses | $ 142,318 | $ 69,428 | $ 504,547 | $ 404,596 |
General and administrative expenses - related party | 15,000 | 15,000 | 45,000 | 45,000 |
Franchise tax expense | 50,000 | 49,863 | 143,201 | 147,447 |
Loss from operations | (207,318) | (134,291) | (692,748) | (597,043) |
Other income (expenses): | ||||
Offering costs associated with derivative warrant liabilities | (1,011,102) | |||
Change in fair value of derivative warrant liabilities | 355,820 | 4,625,700 | 8,539,760 | 15,530,400 |
Income from investments held in Trust Account | 1,081,492 | 7,374 | 1,246,344 | 34,675 |
Income before income taxes | 1,229,994 | 4,498,783 | 9,093,356 | 13,956,930 |
Income tax expense | (216,046) | (198,175) | ||
Net income | $ 1,013,948 | $ 4,498,783 | $ 8,895,181 | $ 13,956,930 |
Class A Common Stock | ||||
Other income (expenses): | ||||
Weighted average shares outstanding, basic | 34,500,000 | 34,500,000 | 34,500,000 | 31,340,659 |
Weighted average shares outstanding, diluted | 34,500,000 | 34,500,000 | 34,500,000 | 31,340,659 |
Basic net income per share | $ 0.02 | $ 0.10 | $ 0.21 | $ 0.35 |
Diluted net income per share | $ 0.02 | $ 0.10 | $ 0.21 | $ 0.35 |
Class B Common Stock | ||||
Other income (expenses): | ||||
Weighted average shares outstanding, basic | 8,625,000 | 8,625,000 | 8,625,000 | 8,521,978 |
Weighted average shares outstanding, diluted | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 |
Basic net income per share | $ 0.02 | $ 0.10 | $ 0.21 | $ 0.35 |
Diluted net income per share | $ 0.02 | $ 0.10 | $ 0.21 | $ 0.35 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Class A Common Stock Common Stock | Class B Common Stock Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit). | Total |
Balance at the beginning at Dec. 31, 2020 | $ 0 | $ 863 | $ 24,137 | $ (6,209) | $ 18,791 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 8,625,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Increase in redemption value of Class A common stock subject to possible redemption | (24,137) | (36,062,876) | (36,087,013) | ||
Net income (loss) | 13,313,350 | 13,313,350 | |||
Balance at the end at Mar. 31, 2021 | $ 863 | (22,755,735) | (22,754,872) | ||
Balance at the end (in shares) at Mar. 31, 2021 | 8,625,000 | ||||
Balance at the beginning at Dec. 31, 2020 | $ 0 | $ 863 | 24,137 | (6,209) | 18,791 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 8,625,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 13,956,930 | ||||
Balance at the end at Sep. 30, 2021 | $ 863 | (22,112,155) | (22,111,292) | ||
Balance at the end (in shares) at Sep. 30, 2021 | 8,625,000 | ||||
Balance at the beginning at Mar. 31, 2021 | $ 863 | (22,755,735) | (22,754,872) | ||
Balance at the beginning (in shares) at Mar. 31, 2021 | 8,625,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (3,855,203) | (3,855,203) | |||
Balance at the end at Jun. 30, 2021 | $ 863 | (26,610,938) | (26,610,075) | ||
Balance at the end (in shares) at Jun. 30, 2021 | 8,625,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 4,498,783 | 4,498,783 | |||
Balance at the end at Sep. 30, 2021 | $ 863 | (22,112,155) | (22,111,292) | ||
Balance at the end (in shares) at Sep. 30, 2021 | 8,625,000 | ||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 863 | 0 | (21,372,464) | (21,371,601) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 8,625,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 4,090,620 | 4,090,620 | |||
Balance at the end at Mar. 31, 2022 | $ 863 | (17,281,844) | (17,280,981) | ||
Balance at the end (in shares) at Mar. 31, 2022 | 8,625,000 | ||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 863 | $ 0 | (21,372,464) | (21,371,601) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 8,625,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 8,895,181 | ||||
Balance at the end at Sep. 30, 2022 | $ 863 | (13,125,500) | (13,124,637) | ||
Balance at the end (in shares) at Sep. 30, 2022 | 0 | 8,625,000 | |||
Balance at the beginning at Mar. 31, 2022 | $ 863 | (17,281,844) | (17,280,981) | ||
Balance at the beginning (in shares) at Mar. 31, 2022 | 8,625,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 3,790,613 | 3,790,613 | |||
Balance at the end at Jun. 30, 2022 | $ 863 | (13,491,231) | (13,490,368) | ||
Balance at the end (in shares) at Jun. 30, 2022 | 8,625,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Increase in redemption value of Class A common stock subject to possible redemption | (648,217) | (648,217) | |||
Net income (loss) | 1,013,948 | 1,013,948 | |||
Balance at the end at Sep. 30, 2022 | $ 863 | $ (13,125,500) | $ (13,124,637) | ||
Balance at the end (in shares) at Sep. 30, 2022 | 0 | 8,625,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income | $ 8,895,181 | $ 13,956,930 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Offering costs associated with derivative warrant liabilities | 1,011,102 | |||
Change in fair value of derivative warrant liabilities | $ (355,820) | $ (4,625,700) | (8,539,760) | (15,530,400) |
Income from investments held in Trust Account | (1,081,492) | (7,374) | (1,246,344) | (34,675) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 207,672 | (986,289) | ||
Accounts payable | 34,082 | 309,547 | ||
Accrued expenses | (28,183) | (252,320) | ||
Income tax payable | 198,175 | |||
Franchise tax payable | (137,158) | 147,448 | ||
Net cash used in operating activities | (616,335) | (1,378,657) | ||
Cash Flows from Investing Activities | ||||
Cash deposited in Trust Account | (345,000,000) | |||
Net cash used in investing activities | (345,000,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds of note payable to related party | 8,000 | |||
Repayment of note payable to related party | (120,400) | |||
Proceeds received from initial public offering, gross | 345,000,000 | |||
Proceeds received from private placement | 9,436,750 | |||
Offering costs paid | (7,043,863) | |||
Net cash provided by financing activities | 347,280,487 | |||
Net change in cash | (616,335) | 901,830 | ||
Cash - beginning of the period | 907,893 | 54,640 | ||
Cash - end of the period | $ 291,558 | $ 956,470 | $ 291,558 | 956,470 |
Supplemental disclosure of noncash financing activities: | ||||
Offering costs included in accounts payable | 346,493 | |||
Offering costs included in accrued expenses | 70,000 | |||
Offering costs paid by related party under promissory note | 5,000 | |||
Deferred underwriting commissions in connection with the initial public offering | $ 12,075,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations One Equity Partners Open Water I Corp. (the “Company”) is a blank check company incorporated in Delaware on September 1, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from September 1, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below,and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s sponsor is OEP Open Water I Holdings, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 21, 2021. On January 26, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,291,167 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $9.4 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. 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 having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law 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 “Amended and Restated 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 law, or the Company decides to obtain stockholder approval for business or legal 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. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 26, 2023, (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 The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 4) held in the Trust Account in the event the Company does not complete a Business Combination within in 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), 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 Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not 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”). 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed 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 are not determinable as of the date of these condensed 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 condensed financial statements. 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 shareholders 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 share redemption or other share 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 will 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. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $292,000 in its operating bank account and working capital of approximately $171,000 (not taking into account approximately $261,000 in tax obligations that may be paid using investment income classified in the Trust Account). Interest income on the balance in the Trust Account may be used by the Company to pay franchise and income tax obligations. Through September 30, 2022, the Company has not withdrawn any interest earned on the Trust Account to pay franchise or income tax obligations. The Company intends to use substantially all of the funds held in the Trust Account to complete the initial Business Combination and to pay the expenses relating thereto. To the extent that the Company’s capital stock or debt is used, in whole or in part, as consideration to complete the initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue the Company’s growth strategies.The Company’s liquidity needs through the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of approximately $120,000 under the Note (Note 4). The Company repaid the Note in full on January 29, 2021. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity needs, the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 26, 2023. The condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Management plans to complete a business combination prior to the mandatory liquidation date. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2022, and since inception are not necessarily indicative of the results that may be expected through December 31, 2022, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2022. 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 an emerging growth 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 an 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 condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the derivative warrant liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative 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 classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Public Offering have been estimated using a Monte Carlo simulation model in a risk-neutral framework. The initial fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. The fair value of the Private Placement Warrants has subsequently been determined using the listed price of the Public Warrants, as the Company has determined that the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. As such, the fair value of the Public Warrants and the Private Placement Warrants have been determined using listed prices in an active market as of September 30, 2022 and December 31, 2021. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs 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 associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering (including exercise of the over-allotment option), 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed 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 views 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. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net does not income (loss) per share consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 17,791,167 Class A common stock in the calculation of diluted per share, because in the calculation of diluted per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net per share is the same as basic net per share for the three and nine months ended September 30, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B common stock that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following table reflects a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of common stock: For The Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 811,158 $ 202,790 $ 3,599,026 $ 899,757 Denominator: Basic and diluted weighted average common stock outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income per common stock $ 0.02 $ 0.02 $ 0.10 $ 0.10 For The Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, basic $ 7,116,145 $ 1,779,036 $ 10,973,167 $ 2,983,763 Allocation of net income, diluted $ 7,116,145 $ 1,779,036 $ 10,944,881 $ 3,012,049 Denominator: Weighted average common stock outstanding, basic 34,500,000 8,625,000 31,340,659 8,521,978 Weighted average common stock outstanding, diluted 34,500,000 8,625,000 31,340,659 8,625,000 Net income per common stock, basic $ 0.21 $ 0.21 $ 0.35 $ 0.35 Net income per common stock, diluted $ 0.21 $ 0.21 $ 0.35 $ 0.35 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering. | |
Initial Public Offering | Note 3 — Initial Public Offering On January 26, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, including the issuance of 4,500,000 Over-Allotment Units, as a result of the underwriter’s partial exercise of its over-allotment option, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-third |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On September 4, 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. On January 5, 2021, the Sponsor transferred 25,000 Founder Shares to each of Lori Lutey, Robert Sivitilli, Neil Kurtz and Emiko Higashi, the independent director nominees. The Initial Stockholders agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on January 26, 2021; thus, these 1,125,000 Founder Shares are no longer subject to forfeiture. The Initial Stockholders 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 the initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,291,167 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $9.4 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 4, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and due upon the completion of the Initial Public Offering. As of January 26, 2021, the Company had borrowed approximately $120,000 under the Note. On January 29, 2021, the Company repaid the Note in full. Subsequent to the repayment, the facility was no longer available to the Company. In addition, 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 will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million 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. 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. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made to OEP Capital Advisors, L.P., the Sponsor, officers, directors or the Company’s or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. Administrative Services Agreement The Company entered into an agreement that provided that, on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $5,000 per month for office space, utilities, secretarial support and administrative services. For the three months ended September 30, 2022 and 2021, the Company incurred expenses of $15,000 under this agreement. For the nine months ended September 30, 2022 and 2021, the Company incurred expenses of $45,000 under this agreement. As of September 30, 2022 and December 31, 2021, the Company had $105,000 and $60,000, respectively, outstanding for services in connection with such agreement included in accounts payable on the accompanying condensed balance sheets. The Company’s officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. There were no such expenses incurred for the nine months ended September 30, 2022 or 2021 and there was no outstanding balance as of December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the conversion of such Founder Shares or exercise of such Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans pursuant to the terms of such securities) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on January 26, 2021. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or approximately $12.1 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Class A Common Stock Subject to Possible Redemption. | |
Class A Common Stock Subject to Possible Redemption | Note 6 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 400,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holder of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 34,500,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (17,480,000) Offering costs allocated to Class A common stock subject to possible redemption (18,607,013) Plus: Increase in redemption value on Class A common stock subject to possible redemption amount 36,087,013 Class A common stock subject to possible redemption, December 31, 2021 345,000,000 Increase in redemption value on Class A common stock subject to possible redemption amount 648,217 Class A common stock subject to possible redemption, September 30, 2022 $ 345,648,217 |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Deficit | |
Stockholders' Deficit | Note 7 - Stockholders’ Deficit Preferred Stock— Class A Common Stock— Class B Common Stock— outstanding Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one |
Warrants Liabilities
Warrants Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Warrants Liabilities | |
Warrants Liabilities | Note 8—Warrants Liabilities As of September 30, 2022 and December 31, 2021, the Company had 11,500,000 Public Warrants and 6,291,167 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A common stock; ● if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2022 Significant Other Significant Other Quoted Prices in Observable Unobservable Active Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury securities $ 346,289,593 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 1,035,000 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 566,210 $ — December 31, 2021 Significant Other Significant Other Quoted Prices in Observable Unobservable Active Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury securities $ 345,043,249 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,555,000 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 3,585,970 $ — Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in March 2021. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement in March 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no transfers to/from Levels 1, 2, and 3 during the nine months ended September 30, 2022. The initial fair value of the Public Warrants has been measured at fair value using a Monte Carlo simulation. The initial fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value. The estimated fair value of the Warrants, prior to the Public Warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at the IPO date: At Initial Issuance Exercise price $ 11.50 Stock price $ 9.49 Volatility 26.0 % Term (years) 5.0 Risk-free rate 0.09% - 0.54 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 26,916,750 Transfer of Public Warrants to Level 1 (17,480,000) Transfer of Private Placement Warrants to Level 2 (9,436,750) Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at September 30, 2021 $ — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events On November 10, 2022, the Company filed a definitive proxy statement to seek stockholder approval to adopt amendments to its Amended and Restated Certificate of Incorporation to allow the Company to redeem all of its outstanding public shares and liquidate no later than December 30, 2022, in advance of the automatic termination date in its current Certificate of Incorporation of January 26, 2023. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2022, and since inception are not necessarily indicative of the results that may be expected through December 31, 2022, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2022. |
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 an emerging growth 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 an 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 condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 had no cash equivalents as of September 30, 2022 and December 31, 2021. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the derivative warrant liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative 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 classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Public Offering have been estimated using a Monte Carlo simulation model in a risk-neutral framework. The initial fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. The fair value of the Private Placement Warrants has subsequently been determined using the listed price of the Public Warrants, as the Company has determined that the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. As such, the fair value of the Public Warrants and the Private Placement Warrants have been determined using listed prices in an active market as of September 30, 2022 and December 31, 2021. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs 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 associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering (including exercise of the over-allotment option), 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed 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 views 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. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net does not income (loss) per share consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 17,791,167 Class A common stock in the calculation of diluted per share, because in the calculation of diluted per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net per share is the same as basic net per share for the three and nine months ended September 30, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B common stock that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following table reflects a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of common stock: For The Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 811,158 $ 202,790 $ 3,599,026 $ 899,757 Denominator: Basic and diluted weighted average common stock outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income per common stock $ 0.02 $ 0.02 $ 0.10 $ 0.10 For The Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, basic $ 7,116,145 $ 1,779,036 $ 10,973,167 $ 2,983,763 Allocation of net income, diluted $ 7,116,145 $ 1,779,036 $ 10,944,881 $ 3,012,049 Denominator: Weighted average common stock outstanding, basic 34,500,000 8,625,000 31,340,659 8,521,978 Weighted average common stock outstanding, diluted 34,500,000 8,625,000 31,340,659 8,625,000 Net income per common stock, basic $ 0.21 $ 0.21 $ 0.35 $ 0.35 Net income per common stock, diluted $ 0.21 $ 0.21 $ 0.35 $ 0.35 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share | For The Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 811,158 $ 202,790 $ 3,599,026 $ 899,757 Denominator: Basic and diluted weighted average common stock outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income per common stock $ 0.02 $ 0.02 $ 0.10 $ 0.10 For The Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, basic $ 7,116,145 $ 1,779,036 $ 10,973,167 $ 2,983,763 Allocation of net income, diluted $ 7,116,145 $ 1,779,036 $ 10,944,881 $ 3,012,049 Denominator: Weighted average common stock outstanding, basic 34,500,000 8,625,000 31,340,659 8,521,978 Weighted average common stock outstanding, diluted 34,500,000 8,625,000 31,340,659 8,625,000 Net income per common stock, basic $ 0.21 $ 0.21 $ 0.35 $ 0.35 Net income per common stock, diluted $ 0.21 $ 0.21 $ 0.35 $ 0.35 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Class A Common Stock Subject to Possible Redemption. | |
Summary of Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled | Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (17,480,000) Offering costs allocated to Class A common stock subject to possible redemption (18,607,013) Plus: Increase in redemption value on Class A common stock subject to possible redemption amount 36,087,013 Class A common stock subject to possible redemption, December 31, 2021 345,000,000 Increase in redemption value on Class A common stock subject to possible redemption amount 648,217 Class A common stock subject to possible redemption, September 30, 2022 $ 345,648,217 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | September 30, 2022 Significant Other Significant Other Quoted Prices in Observable Unobservable Active Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury securities $ 346,289,593 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 1,035,000 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 566,210 $ — December 31, 2021 Significant Other Significant Other Quoted Prices in Observable Unobservable Active Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury securities $ 345,043,249 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,555,000 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 3,585,970 $ — |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | At Initial Issuance Exercise price $ 11.50 Stock price $ 9.49 Volatility 26.0 % Term (years) 5.0 Risk-free rate 0.09% - 0.54 % |
Schedule of change in the fair value of the derivative warrant liabilities | Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 26,916,750 Transfer of Public Warrants to Level 1 (17,480,000) Transfer of Private Placement Warrants to Level 2 (9,436,750) Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at September 30, 2021 $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 9 Months Ended | |||
Jan. 26, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) item $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance initial public offering | $ 345,000,000 | |||
Deferred underwriting commissions | $ 12,075,000 | $ 12,075,000 | ||
Proceeds received from private placement | 9,436,750 | |||
Cash deposited in Trust Account | $ 345,000,000 | $ 345,000,000 | ||
Condition for future business combination number of businesses minimum | item | 1 | |||
Condition for future business combination use of proceeds percentage | 80 | |||
Condition for future business combination threshold Percentage Ownership | 50 | |||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||
Threshold percentage of public shares subject to redemption without company's prior written consent | 15% | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||
Duration of combination period | 24 months | |||
Redemption period upon closure | 10 days | |||
Maximum allowed dissolution expenses | $ 100,000 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 34,500,000 | |||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||
Proceeds from issuance initial public offering | $ 345,000,000 | |||
Offering costs | 19,600,000 | |||
Deferred underwriting commissions | $ 12,100,000 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 6,291,167 | |||
Price of warrant | $ / shares | $ 1.50 | |||
Proceeds received from private placement | $ 9,400,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 4,500,000 | |||
Purchase price, per unit | $ / shares | $ 10 |
Description of Organization a_3
Description of Organization and Business Operations - Liquidity and Going Concern Considerations (Details) - USD ($) | 9 Months Ended | ||
Sep. 04, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating bank accounts | $ 292,000 | ||
Working capital | 171,000 | ||
Tax obligations payable | 261,000 | ||
Proceeds of note payable to related party | $ 8,000 | ||
Private Placement | |||
Proceeds of note payable to related party | $ 120,000 | ||
Initial Public Offering | |||
Contribution from sponsor | $ 25,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash equivalents | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 |
Cash, FDIC Insured Amount | $ 250,000 | |
Class A Common Stock | ||
Temporary equity, shares outstanding | 345,000,000 | 345,000,000 |
Anti-dilutive securities attributable to warrants (in shares) | 17,791,167 | |
Class A Common Stock Subject to Redemption | ||
Temporary equity, shares outstanding | 34,500,000 | 34,500,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Basic and diluted net income (loss) per share of common stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A Common Stock | ||||
Numerator: | ||||
Allocation of net income (loss) - Basic | $ 811,158 | $ 3,599,026 | $ 7,116,145 | $ 10,973,167 |
Allocation of net income (loss) - Diluted | $ 811,158 | $ 3,599,026 | $ 7,116,145 | $ 10,944,881 |
Denominator: | ||||
Basic weighted average common stock outstanding | 34,500,000 | 34,500,000 | 34,500,000 | 31,340,659 |
Diluted weighted average common stock outstanding | 34,500,000 | 34,500,000 | 34,500,000 | 31,340,659 |
Basic net income per share | $ 0.02 | $ 0.10 | $ 0.21 | $ 0.35 |
Diluted net income (loss) per common stock | $ 0.02 | $ 0.10 | $ 0.21 | $ 0.35 |
Class B Common Stock | ||||
Numerator: | ||||
Allocation of net income (loss) - Basic | $ 202,790 | $ 899,757 | $ 1,779,036 | $ 2,983,763 |
Allocation of net income (loss) - Diluted | $ 202,790 | $ 899,757 | $ 1,779,036 | $ 3,012,049 |
Denominator: | ||||
Basic weighted average common stock outstanding | 8,625,000 | 8,625,000 | 8,625,000 | 8,521,978 |
Diluted weighted average common stock outstanding | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 |
Basic net income per share | $ 0.02 | $ 0.10 | $ 0.21 | $ 0.35 |
Diluted net income (loss) per common stock | $ 0.02 | $ 0.10 | $ 0.21 | $ 0.35 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | |||
Jan. 26, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds received from initial public offering, gross | $ 345,000,000 | |||
Deferred underwriting commissions | $ 12,075,000 | $ 12,075,000 | ||
Private Placement Warrants | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 34,500,000 | |||
Proceeds received from initial public offering, gross | $ 345,000,000 | |||
Offering costs | 19,600,000 | |||
Deferred underwriting commissions | $ 12,100,000 | |||
Purchase price, per unit | $ 10 | $ 10 | ||
Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Offering costs | $ 19,600,000 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants in a unit | 0.3333 | |||
Initial Public Offering | Private Placement Warrants | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issuable per warrant | 1 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 4,500,000 | |||
Purchase price, per unit | $ 10 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 9 Months Ended | ||||
Jan. 05, 2021 shares | Sep. 04, 2020 USD ($) $ / shares shares | Sep. 30, 2022 D $ / shares shares | Dec. 31, 2021 $ / shares | Jan. 26, 2021 shares | |
Related Party Transaction [Line Items] | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Founder shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Number of founder shares transferred to each individual independent director nominee | shares | 25,000 | ||||
Founder shares | Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | shares | 8,625,000 | ||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||||
Aggregate purchase price | $ | $ 25,000 | ||||
Shares subject to forfeiture | shares | 1,125,000 | 1,125,000 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Jan. 26, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 04, 2020 | |
Related Party Transaction [Line Items] | |||||||
Proceeds received from private placement | $ 9,436,750 | ||||||
Repayment of promissory note - related party | 120,400 | ||||||
Sponsors, officers, directors and affiliates | |||||||
Related Party Transaction [Line Items] | |||||||
Notes Payable, Related Parties, Current | $ 0 | ||||||
Related party out-of-pocket expenses incurred | $ 0 | 0 | |||||
Private Placement Warrants | |||||||
Related Party Transaction [Line Items] | |||||||
Number of warrants to purchase shares issued | 6,291,167 | ||||||
Price of warrant | $ 1.50 | ||||||
Proceeds received from private placement | $ 9,400,000 | ||||||
Private Placement Warrants | Class A Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Exercise price of warrant | $ 11.50 | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||||||
Promissory Note with Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||
Repayment of promissory note - related party | $ 120,000 | ||||||
Administrative Support Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding balance of related party note | $ 5,000 | 5,000 | 5,000 | ||||
Expenses incurred and paid | 15,000 | $ 15,000 | 45,000 | $ 45,000 | |||
Amounts outstanding to related parties | 105,000 | 105,000 | 60,000 | ||||
Related Party Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding balance of related party note | $ 0 | $ 0 | $ 0 | ||||
Related Party Loans | Working capital loans warrant | |||||||
Related Party Transaction [Line Items] | |||||||
Price of warrant | $ 1.50 | $ 1.50 | |||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 26, 2021 | Sep. 30, 2022 |
Subsidiary or Equity Method Investee [Line Items] | ||
Maximum number of demands for registration of securities | 4,500,000 | |
Deferred fee per unit | $ 0.35 | |
Underwriting cash discount per unit | $ 0.20 | |
Underwriter cash discount | $ 12.1 | |
Aggregate underwriter cash discount | $ 6.9 | |
Initial Public Offering | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Option expiry period, over-allotments | 45 days |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) | Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares |
Class A Common Stock | ||
Temporary Equity [Line Items] | ||
Temporary equity, shares outstanding | 345,000,000 | 345,000,000 |
Class A Common Stock Subject to Redemption | ||
Temporary Equity [Line Items] | ||
Temporary equity, shares authorized | 400,000,000 | |
Class A common stock subject to possible redemption (Par value) | $ / shares | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 34,500,000 | 34,500,000 |
Common stock number of vote for each share | Vote | 1 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Reflected on the condensed balance sheet is reconciled (Details) - USD ($) | 9 Months Ended | ||
Jan. 26, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||
Class A common stock subject to possible redemption | $ 345,648,217 | $ 345,000,000 | |
Class A Common Stock Subject to Redemption | |||
Temporary Equity [Line Items] | |||
Gross proceeds from Initial Public Offering | $ 345,000,000 | ||
Fair value of Public Warrants at issuance | (17,480,000) | ||
Offering costs allocated to Class A common stock subject to possible redemption | (18,607,013) | ||
Increase in redemption value on Class A common stock subject to possible redemption amount | $ 36,087,013 | 648,217 | |
Class A common stock subject to possible redemption | $ 345,648,217 | $ 345,000,000 |
Stockholders' Deficit - Common
Stockholders' Deficit - Common Stock Shares (Details) | 9 Months Ended | |
Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | ||
Common shares, votes per share | Vote | 1 | |
Stockholders' equity note, conversion ratio | 20 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares outstanding (in shares) | 345,000,000 | 345,000,000 |
Temporary equity, shares outstanding | 345,000,000 | 345,000,000 |
Class A Common Stock Subject to Redemption | ||
Class of Stock [Line Items] | ||
Temporary equity, shares outstanding | 34,500,000 | 34,500,000 |
Class A Common Stock Not Subject to Redemption | ||
Class of Stock [Line Items] | ||
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding (in shares) | 0 | 0 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 8,625,000 | 8,625,000 |
Common shares, shares outstanding (in shares) | 8,625,000 | 8,625,000 |
Convert into common stock, adjustment for stock splits ratio | 100% |
Stockholders' Deficit - Preferr
Stockholders' Deficit - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' Deficit | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Warrants Liabilities (Details)
Warrants Liabilities (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares D shares | |
Warrants | |
Warrant redemption price adjustment multiple | 0.361 |
Private Placement Warrants | |
Warrants | |
Warrants outstanding | shares | 6,291,167 |
Public Warrants | |
Warrants | |
Warrants outstanding | shares | 11,500,000 |
Warrant exercise period condition one | 30 days |
Warrant exercise period condition two | 12 months |
Public Warrants expiration term | 5 years |
Maximum period after business combination in which to file registration statement | D | 20 |
Redemption period | 30 days |
Warrant exercise price adjustment multiple | 11.50 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Warrants | |
Warrant redemption condition minimum share price | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | D | 20 |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Redemption period | 30 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Warrants | |
Number of trading days on which fair market value of shares is reported | D | 30 |
Warrant redemption condition minimum share price | $ 10 |
Warrant redemption condition minimum share price scenario two | $ 18 |
Redemption period after warrants become exercisable | 90 days |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | 20 |
Threshold consecutive trading days for redemption of public warrants | 30 |
Trading period during which fair market value is measured after giving notice of redemption | 10 days |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfers into or out of Level 3 | $ 0 | |
Assets: | ||
Investments held in Trust Account | 346,289,593 | $ 345,043,249 |
Liabilities: | ||
Derivative warrant liabilities | 1,601,210 | 10,140,970 |
Recurring | Level 1 | Public Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | 1,035,000 | 6,555,000 |
Recurring | Level 1 | U.S. Treasury Securities | ||
Assets: | ||
Investments held in Trust Account | 346,289,593 | 345,043,249 |
Recurring | Level 2 | Private Placement Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | $ 566,210 | $ 3,585,970 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Jan. 26, 2021 $ / shares item Y |
Exercise price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | $ / shares | 11.50 |
Stock price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | $ / shares | 9.49 |
Volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 26 |
Term (years) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | Y | 5 |
Risk-free rate | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 0.09 |
Risk-free rate | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 0.54 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the fair value of the derivative warrant liabilities (Details) | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Issuance of Public and Private Warrants | $ 26,916,750 |
Level 1 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Transfer of Public Warrants to Level 1 | (17,480,000) |
Level 2 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Transfer of Private Placement Warrants to Level 2 | $ (9,436,750) |