Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | PERIPHAS CAPITAL PARTNERING CORPORATION | |
Entity Central Index Key | 0001824993 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | NY | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | PCPC | |
Security Exchange Name | NYSE | |
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 File Number | 001-39784 | |
Entity Address, Address Line One | 667 Madison Avenue, 15th Floor | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10065 | |
Entity Tax Identification Number | 85-3046972 | |
City Area Code | 646 | |
Local Phone Number | 876-6351 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | CAPSTM, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant | |
Trading Symbol | PCPC.U | |
Security Exchange Name | NYSE | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $28.75 per share | |
Trading Symbol | PCPC WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 16,805,600 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 120,000 | |
Common Class F [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 828,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 274,392 | $ 470,895 |
Prepaid expenses | 61,923 | 198,172 |
Total current assets | 336,315 | 669,067 |
Investments held in Trust Account | 415,757,948 | 414,091,576 |
Total Assets | 416,094,263 | 414,760,643 |
Current liabilities: | ||
Accounts payable | 29,331 | 25,210 |
Accrued expenses | 105,000 | 74,510 |
Franchise tax payable | 69,639 | 190,790 |
Income tax payable | 254,072 | |
Working capital loan - related party | 200,000 | |
Total current liabilities | 658,042 | 290,510 |
Derivative warrant liabilities | 1,050,350 | 6,848,900 |
Total Liabilities | 1,708,392 | 7,139,410 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 16,560,000 shares at redemption value of approximately $25.08 and $25.00 per share as of September 30, 2022 and December 31, 2021, respectively | 415,324,977 | 414,000,000 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding as of September 30, 2022 and December 31, 2021 | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (939,226) | (6,378,887) |
Total stockholders' deficit | (939,106) | (6,378,767) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 416,094,263 | 414,760,643 |
Common Class A [Member] | ||
Stockholders' Deficit: | ||
Common Stock, Value, Issued | 25 | 25 |
Common Class B [Member] | ||
Stockholders' Deficit: | ||
Common Stock, Value, Issued | 12 | 12 |
Common Class F [Member] | ||
Stockholders' Deficit: | ||
Common Stock, Value, Issued | $ 83 | $ 83 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock par or stated 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 |
Common Class A [Member] | ||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Issued | 16,560,000 | 16,560,000 |
Temporary equity shares outstanding | 16,560,000 | 16,560,000 |
Temporary equity redemption price per share | $ 25.08 | $ 25 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 380,000,000 | 380,000,000 |
Common stock shares issued | 245,600 | 245,600 |
Common stock shares outstanding | 245,600 | 245,600 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 1,000,000 | 1,000,000 |
Common stock shares issued | 120,000 | 120,000 |
Common stock shares outstanding | 120,000 | 120,000 |
Common Class F [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 828,000 | 828,000 |
Common stock shares outstanding | 828,000 | 828,000 |
Condensed Statements of Operati
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 | $ 120,244 | $ 140,054 | $ 398,988 | $ 519,203 |
General and administrative expenses - related party | 60,000 | 60,000 | 180,000 | 183,030 |
Franchise tax expense | 50,411 | 49,863 | 149,639 | 147,995 |
Total operating expenses | (230,655) | (249,917) | (728,627) | (850,228) |
Other income: | ||||
Change in fair value of derivative warrant liabilities | 836,020 | 2,668,190 | 5,798,550 | 10,114,490 |
Gain on investments held in Trust Account | 1,516,856 | 16,016 | 2,076,287 | 28,530 |
Income before tax | 2,122,221 | 2,434,289 | 7,146,210 | 9,292,792 |
Income tax expense | 307,953 | 0 | 381,572 | 0 |
Net income | 1,814,268 | 2,434,289 | 6,764,638 | 9,292,792 |
Common Class A [Member] | ||||
Other income: | ||||
Net income | $ 1,717,390 | $ 2,304,304 | $ 6,403,422 | $ 8,796,579 |
Weighted average shares outstanding, basic | 16,805,600 | 16,805,600 | 16,805,600 | 16,805,600 |
Weighted average shares outstanding, diluted | 16,805,600 | 16,805,600 | 16,805,600 | 16,805,600 |
Basic net income per share | $ 0.1 | $ 0.14 | $ 0.38 | $ 0.52 |
Diluted net income per share | $ 0.1 | $ 0.14 | $ 0.38 | $ 0.52 |
Common Class B [Member] | ||||
Other income: | ||||
Net income | $ 12,263 | $ 16,454 | $ 45,723 | $ 62,812 |
Weighted average shares outstanding, basic | 120,000 | 120,000 | 120,000 | 120,000 |
Weighted average shares outstanding, diluted | 120,000 | 120,000 | 120,000 | 120,000 |
Basic net income per share | $ 0.1 | $ 0.14 | $ 0.38 | $ 0.52 |
Diluted net income per share | $ 0.1 | $ 0.14 | $ 0.38 | $ 0.52 |
Common Class F [Member] | ||||
Other income: | ||||
Net income | $ 84,615 | $ 113,531 | $ 315,492 | $ 433,401 |
Weighted average shares outstanding, basic | 828,000 | 828,000 | 828,000 | 828,000 |
Weighted average shares outstanding, diluted | 828,000 | 828,000 | 828,000 | 828,000 |
Basic net income per share | $ 0.1 | $ 0.14 | $ 0.38 | $ 0.52 |
Diluted net income per share | $ 0.1 | $ 0.14 | $ 0.38 | $ 0.52 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Common Class A [Member] | Common Class A [Member] Common Stock | Common Class B [Member] | Common Class B [Member] Common Stock | Common Class F [Member] | Common Class F [Member] Common Stock |
Beginning balance at Dec. 31, 2020 | $ (15,005,609) | $ 0 | $ (15,005,729) | $ 25 | $ 12 | $ 83 | |||
Beginning balance, shares at Dec. 31, 2020 | 245,600 | 120,000 | 828,000 | ||||||
Net income (loss) | 7,167,069 | 7,167,069 | |||||||
Ending balance at Mar. 31, 2021 | (7,838,540) | 0 | (7,838,660) | $ 25 | $ 12 | $ 83 | |||
Ending balance, shares at Mar. 31, 2021 | 245,600 | 120,000 | 828,000 | ||||||
Beginning balance at Dec. 31, 2020 | (15,005,609) | 0 | (15,005,729) | $ 25 | $ 12 | $ 83 | |||
Beginning balance, shares at Dec. 31, 2020 | 245,600 | 120,000 | 828,000 | ||||||
Net income (loss) | 9,292,792 | $ 8,796,579 | $ 62,812 | $ 433,401 | |||||
Ending balance at Sep. 30, 2021 | (5,712,817) | 0 | (5,712,937) | $ 25 | $ 12 | $ 83 | |||
Ending balance, shares at Sep. 30, 2021 | 245,600 | 120,000 | 828,000 | ||||||
Beginning balance at Mar. 31, 2021 | (7,838,540) | 0 | (7,838,660) | $ 25 | $ 12 | $ 83 | |||
Beginning balance, shares at Mar. 31, 2021 | 245,600 | 120,000 | 828,000 | ||||||
Net income (loss) | (308,566) | (308,566) | |||||||
Ending balance at Jun. 30, 2021 | (8,147,106) | 0 | (8,147,226) | $ 25 | $ 12 | $ 83 | |||
Ending balance, shares at Jun. 30, 2021 | 245,600 | 120,000 | 828,000 | ||||||
Net income (loss) | 2,434,289 | 2,434,289 | 2,304,304 | 16,454 | 113,531 | ||||
Ending balance at Sep. 30, 2021 | (5,712,817) | 0 | (5,712,937) | $ 25 | $ 12 | $ 83 | |||
Ending balance, shares at Sep. 30, 2021 | 245,600 | 120,000 | 828,000 | ||||||
Beginning balance at Dec. 31, 2021 | (6,378,767) | 0 | (6,378,887) | $ 25 | $ 12 | $ 83 | |||
Beginning balance, shares at Dec. 31, 2021 | 245,600 | 120,000 | 828,000 | ||||||
Net income (loss) | 3,544,553 | 3,544,553 | |||||||
Ending balance at Mar. 31, 2022 | (2,834,214) | 0 | (2,834,334) | $ 25 | $ 12 | $ 83 | |||
Ending balance, shares at Mar. 31, 2022 | 245,600 | 120,000 | 828,000 | ||||||
Beginning balance at Dec. 31, 2021 | (6,378,767) | 0 | (6,378,887) | $ 25 | $ 12 | $ 83 | |||
Beginning balance, shares at Dec. 31, 2021 | 245,600 | 120,000 | 828,000 | ||||||
Net income (loss) | 6,764,638 | 6,403,422 | 45,723 | 315,492 | |||||
Increase in redemption value of Class A common stock subject to possible redemption | (1,324,977) | ||||||||
Ending balance at Sep. 30, 2022 | (939,106) | 0 | (939,226) | $ 25 | $ 12 | $ 83 | |||
Ending balance, shares at Sep. 30, 2022 | 245,600 | 120,000 | 828,000 | ||||||
Beginning balance at Mar. 31, 2022 | (2,834,214) | 0 | (2,834,334) | $ 25 | $ 12 | $ 83 | |||
Beginning balance, shares at Mar. 31, 2022 | 245,600 | 120,000 | 828,000 | ||||||
Net income (loss) | 1,405,817 | 1,405,817 | |||||||
Increase in redemption value of Class A common stock subject to possible redemption | (166,486) | (166,486) | |||||||
Ending balance at Jun. 30, 2022 | (1,594,883) | 0 | (1,595,003) | $ 25 | $ 12 | $ 83 | |||
Ending balance, shares at Jun. 30, 2022 | 245,600 | 120,000 | 828,000 | ||||||
Net income (loss) | 1,814,268 | 1,814,268 | $ 1,717,390 | $ 12,263 | $ 84,615 | ||||
Increase in redemption value of Class A common stock subject to possible redemption | (1,158,491) | (1,158,491) | |||||||
Ending balance at Sep. 30, 2022 | $ (939,106) | $ 0 | $ (939,226) | $ 25 | $ 12 | $ 83 | |||
Ending balance, shares at Sep. 30, 2022 | 245,600 | 120,000 | 828,000 |
Condensed Statements of Cash Fl
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 | $ 6,764,638 | $ 9,292,792 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Change in fair value of derivative warrant liabilities | $ (836,020) | $ (2,668,190) | (5,798,550) | (10,114,490) |
Gain on investments held in Trust Account | (2,076,287) | (28,530) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 136,249 | 152,537 | ||
Accounts payable | 4,121 | (74,963) | ||
Accrued expenses | 30,490 | (131,500) | ||
Franchise tax payable | (121,151) | 129,425 | ||
Income tax payable | 254,072 | |||
Net cash used in operating activities | (806,418) | (774,729) | ||
Cash Flows from Investing Activities | ||||
Investment income released from Trust Account to pay for taxes | 409,915 | |||
Net cash provided by investing activities | 409,915 | |||
Cash Flows from Financing Activities: | ||||
Proceeds from working capital loan- related party | 200,000 | |||
Net cash provided by financing activities | 200,000 | |||
Net change in cash | (196,503) | (774,729) | ||
Cash - beginning of the period | 470,895 | 1,336,674 | ||
Cash - end of the period | $ 274,392 | $ 561,945 | $ 274,392 | $ 561,945 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1-Description Incorporation Periphas Capital Partnering Corporation (the “Company”) was incorporated as a Delaware corporation on September 11, 2020. Sponsor The Company’s sponsor is PCPC Holdings, LLC, a Delaware limited liability company (the “Sponsor”). Business Purpose The Company was formed for the purpose of identifying a company to partner with, in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses (“Partnering Transaction”). The Company may pursue a Partnering Transaction in any business or industry but expects to focus on a business where the Company believes its strong network, operational background, and aligned economic structure will provide the Company with a competitive advantage. The Company had neither engaged in any operations nor generated revenue as of September 30, 2022. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering (the “Initial Public Offering”) of its securities called CAPS TM Financing The registration statement for the Company’s Initial Public Offering was declared effective on December 9, 2020. On December 14, 2020, the Company consummated its Initial Public Offering of 14,400,000 CAPS TM TM TM TM Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 224,000 private placement CAPS TM TM TM TM TM Trust Account The Company must complete a Partnering Transaction with one or more partner candidate businesses having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Partnering Transaction. However, the Company will only complete a Partnering Transaction if the post-transaction company owns or acquires 50% or more of the voting securities of the partner candidate or otherwise acquires a controlling interest in the partner candidate sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering and the Private Placement on December 14, 2020, $360.0 million ($25.00 per CAPS TM TM TM 2a-7 The Company’s certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company for withdrawals (the “permitted withdrawals”) to pay taxes including income and franchise taxes and to withdraw up to $100,000 in dissolution expenses in the event the Company does not complete the Partnering Transaction within the Partnering Period (as defined below), none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Partnering Transaction; (ii) the redemption of any of the common stock included in the CAPS TM The Company, after signing a definitive agreement for a Partnering Transaction, will either (i) seek stockholder approval of the Partnering Transaction at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Partnering Transaction or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Partnering Transaction, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $25.00 per Public Share. The decision as to whether the Company will seek stockholder approval of the Partnering Transaction or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Partnering Transaction only if a majority of the outstanding shares of common stock voted are voted in favor of the Partnering Transaction. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of the Company’s initial Partnering Transaction. In such case, the Company would not proceed with the redemption of its Public Shares and the related Partnering Transaction, and instead may search for an alternate Partnering Transaction. The Company will have until December 14, 2022 (or March 14, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Partnering Transaction by December 14, 2022) to complete its initial Partnering Transaction (the “Partnering Period”). If the Company does not complete a Partnering Transaction within this period of time (and stockholders do not approve an amendment to the certificate of incorporation to extend this date), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) have entered into a letter agreement with the Company, pursuant to which they agreed to (i) waive their redemption rights with respect to any Founder Shares (as defined in Note 4) and Public Shares they hold in connection with the completion of the Partnering Transaction, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated a Partnering Transaction within the Partnering Period or with respect to any other material provisions relating to stockholders’ rights or pre-Partnering Pursuant to the letter agreement, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Partnering Transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $25.00 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 $25.00 per Public Share due to reductions in the value of the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of our initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Liquidity and Going Concern As of September 30, 2022, the Company had approximately $274,000 in its operating bank account and a working capital deficit of approximately $322,000. The Company’s liquidity needs through the Initial Public Offering had been satisfied through a payment of $25,000 from the Sponsor to cover certain offering costs on behalf of the Company in exchange for the issuance of the Founder Shares and the Performance Shares (as defined in Note 4), the loan under the Note from the Sponsor of approximately $148,000 (as defined in Note 4) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on December 15, 2020 and borrowing is no longer available. In addition, in order to finance transaction costs in connection with a Partnering Transaction, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2022 and December 31, 2021, the Company had $200,000 and $0, respectively, outstanding Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. 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 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2-Summary Use of Estimates The preparation of financial statements in conformity with U.S. 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments 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 and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds 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 on investments held in the 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 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. U.S. 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 for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB Topic ASC 820, “Fair Value Measurements and Disclosures, equal or approximate the carrying amounts represented in the condensed balance sheets except for the derivative 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 over-allotment. 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 FASB 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 The Company issued 4,140,000 warrants to purchase Class A common stock to investors in our Initial Public Offering and Over-Allotment (the “Public Warrants”) and issued 61,400 Private Placement Warrants (the “Private Warrants”). All of its outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. non-current 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. Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock subject to possible redemption 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, 16,560,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit 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 would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering and the over-allotment option, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has three classes of shares, which are referred to as Class A common stock, Class B common stock, and Class F common stock. Income and losses are shared pro rata between the three classes of shares. Net income 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 income per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of Class A common stock in the calculation of diluted income (loss) per common 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 income per common share is the same as basic net income 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 following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common share: For the Three Months Ended September 30, 2022 2021 Class A Class B Class F Class A Class B Class F Basic and diluted net income per common share: Numerator: Allocation of net income $ 1,717,390 $ 12,263 $ 84,615 $ 2,304,304 $ 16,454 $ 113,531 Denominator: Basic and diluted weighted average common shares outstanding 16,805,600 120,000 828,000 16,805,600 120,000 828,000 Basic and diluted net income per common share $ 0.10 $ 0.10 $ 0.10 $ 0.14 $ 0.14 $ 0.14 For the Nine Months Ended September 30, 2022 2021 Class A Class B Class F Class A Class B Class F Basic and diluted net income per common share: Numerator: Allocation of net income $ 6,403,422 $ 45,723 $ 315,492 $ 8,796,579 $ 62,812 $ 433,401 Denominator: Basic and diluted weighted average common shares outstanding 16,805,600 120,000 828,000 16,805,600 120,000 828,000 Basic and diluted net income per common share $ 0.38 $ 0.38 $ 0.38 $ 0.52 $ 0.52 $ 0.52 Income Taxes The Company complies with the accounting and reporting requirements of FASB Topic ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 Recently Issued Accounting Standards In June 2022, the FASB issued ASU 2022-03, 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. Recent Accounting Pronouncements The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3-Initial Public CAPS TM On December 14, 2020, the Company consummated its Initial Public Offering of 14,400,000 CAPS TM TM TM Each CAPS TM one-quarter Underwriting Agreement The Company granted the underwriter a 45-day TM The underwriter was entitled to an underwriting discount of $0.25 per CAPS TM out-of-pocket Upon closing of the Over-Allotment on December 16, 2020, the underwriter was entitled to an additional fee of $540,000, paid upon closing of the Over-Allotment. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4-Related Founder Shares and Performance Shares On September 14, 2020, the Sponsor paid for certain offering costs on behalf of the Company in exchange for (i) 690,000 Class F common stock (the “Founder Shares”) for a capital contribution of $6,250 and (b) 120,000 shares of Class B common stock (the “Performance Shares”) for a capital contribution of $18,750. On December 11, 2020, the Company effected a 1 for 1.2 forward stock split of the shares of Class F common stock that increased the number of outstanding shares of Class F common stock from 690,000 to 828,000 shares. All shares and associated amounts have been retroactively restated to reflect the stock split. The Founder Shares will be entitled to (together with the Performance Shares) a number of votes representing 20% of the Company’s outstanding common stock (not including the private placement shares) prior to the completion of the Partnering Transaction. The Initial Stockholders agreed not to transfer, assign or sell (i) any of their Performance Shares except to any permitted transferees which will be subject to the same restrictions and other agreements of the Initial Stockholders with respect to any Founder Shares, and (ii) any of their Class A common stock deliverable upon conversion of the Performance Shares for 3 years following the completion of the Partnering Transaction. In connection with this arrangement, the Initial Stockholders also agree not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Partnering Transaction and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Partnering Transaction that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Stockholders with respect to any Founder Shares. Private Placement CAPS TM Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 224,000 Private Placement CAPS TM TM TM TM Each Private Placement CAPS TM one-quarter TM The Initial Stockholders also agreed not to transfer, assign or sell any of their Private Placement CAPS TM TM Related Party Loans On September 14, 2020, the Sponsor agreed to loan the Company up to an aggregate of $300,000 pursuant to an unsecured promissory note (the “Note”) to cover expenses related to this Initial Public Offering. This loan is payable without interest upon the completion of the Initial Public Offering. As of December 14, 2020, the Company borrowed approximately $148,000 under the Note. The Company repaid the Note in full on December 15, 2020 and borrowing is no longer available. In order to finance transaction costs in connection with an intended initial Partnering Transaction, 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 (the “Working Capital Loans”). Up to $1.5 million of such loans may be convertible into private placement CAPS TM TM TM TM On August 9, 2022, the Sponsor agreed to loan the Company $200,000 under a non-interest TM TM As of September 30, 2022 and December 31, 2021, the Company had $200,000 and $0 , , Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the Partnering Transaction and the Company’s liquidation, the Company agreed to pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team $20,000 per month. During each of the three months ended September 30, 2022 and 2021, the Company incurred $60,000 of such costs, which have been included in the accompanying unaudited condensed statements of operations. During each of the nine months ended September 30, 2022 and 2021, the Company incurred $180,000 of such costs, which have been included in the accompanying unaudited condensed statements of operations. As of September 30, 2022 and December 31, 2021 the Company had no outstanding balance for services in connection with such agreement included in accrued expenses on the accompanying condensed balance sheets. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket Forward Purchase Agreements The Company entered into forward purchase agreements with each of certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”), pursuant to which the Anchor Investors committed to purchase in the aggregate, up to an aggregate of $75,000,000 of shares of Class A common stock at a purchase price of $25.00 per share, in private placements to occur simultaneously, and only in connection with, the closing of the initial Partnering Transaction, (collectively, the “Forward Purchase Agreements”). The proceeds from the sale of forward purchase shares may be used as part of the consideration to the sellers in the Company’s initial Partnering Transaction, expenses in connection with the initial Partnering Transaction or for working capital in the post-transaction company. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5-Commitments & Registration Rights The holders of the Founder Shares, Performance Shares, Forward Purchase Shares, Private Placement Warrants and private placement shares underlying Private Placement CAPS TM TM TM TM Risks and Uncertainties Global events, such as recent geopolitical instability, inflation and the COVID-19 company is uncertain and will depend on political, social, economic and regulatory factors that are outside of the Company’s control, including but not limited to the incidence and severity of additional COVID-19 COVID-19 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 Partnering Transaction, 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 Partnering Transaction, 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 a Partnering Transaction, extension vote or otherwise, (ii) the structure of a Partnering Transaction, (iii) the nature and amount of any private investment in public equity or other equity issuances in connection with a Partnering Transaction (or otherwise issued not in connection with a Partnering Transaction but issued within the same taxable year of a Partnering Transaction) 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 Partnering Transaction and inhibit the Company’s ability to complete a Partnering Transaction. Partnering Transaction Advisory Engagement Letter In December 2020, the Company engaged Evercore as a capital markets advisor in connection with the Partnering Transaction, to assist the Company with the potential Partnering Transaction. The Company agreed to pay Evercore for such services upon the consummation of the Partnering Transaction a cash fee in an amount equal to 2.25% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable), which equates to approximately $9.3 million. Pursuant to the terms of the capital markets advisory agreement, no fee will be due if the Company does not complete a Partnering Transaction. Anchor Investments The Anchor Investors purchased 2.4 million CAPS TM TM There can be no assurance that the Anchor Investors will retain any CAPS TM TM |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 6-Derivative As of September 30, 2022 and December 31, 2021, the Company had 4,140,000 Public Warrants and 61,400 Private Placement Warrants outstanding. No fractional warrants will be issued upon separation of the CAPS TM The warrants will expire five years after the completion of the Partnering Transaction, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, excluding the Forward Purchase Shares, for capital raising purposes in connection with the Partnering Transaction at an issue price or effective issue price of less than $23.00 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Partnering Transaction on the date of the consummation of the Partnering Transaction (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the Partnering Transaction (such price, the “Market Value”) is below $23.00 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 110% of the higher of the Market Value and the Newly Issued Price, and the $45.00 redemption price trigger described below will be equal to 180% of the higher of the Market Value and the Newly Issued Price. 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 Partnering Transaction, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable The Company may also redeem the Public Warrants, in whole and not in part, at a price of $0.01 per warrant: • at any time while the warrants are exercisable, • upon a minimum of 30 days’ prior written notice of redemption, • if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $45.00 per share for any 20 trading days within a 30-trading “30-day • if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing five business days prior to the 30-day If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Partnering Transaction within the Partnering 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. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 7 - 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 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders 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 16,805,600 shares of Class A common stock outstanding, 16,560,000 of which were subject to possible redemption As of September 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds $ 414,000,000 Less: Fair value of Public Warrants at issuance (11,509,200 ) Offering costs allocated to Class A common stock subject to possible redemption (4,323,061 ) Plus: Accretion on Class A common stock subject to possible redemption amount 15,832,261 Class A common stock subject to possible redemption as of December 31, 2021 414,000,000 Plus: Increase in redemption value of Class A common stock subject to possible redemption 1,324,977 Class A common stock subject to possible redemption as of September 30, 2022 $ 415,324,977 |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 8-Stockholders’ Class A Common Stock Class B Common Stock On the last day of each fiscal year following the completion of a Partnering Transaction (and, with respect to any year in which the Company has a change of control or in which the Company liquidates, dissolves or winds up, on the business day immediately prior to such event instead of on the last day of such fiscal year), 10,000 shares of the Company’s Class B common stock will automatically convert into shares of Class A common stock (“conversion shares”), as follows: • If the price per share of Class A common stock has not exceeded $27.50 for 20 out of 30 consecutive trading days at any time following completion of the Partnering Transaction, the number of conversion shares for any fiscal year will be 1,000 shares of Class A common stock. • If the price per share of Class A common stock exceeded $27.50 for 20 out of any 30 consecutive trading days at any time following completion of the Partnering Transaction, then the number of conversion shares for any fiscal year will be the greater of: • 20% of the increase in the price of one Class A share, year-over-year but in respect of the increase above the relevant “price threshold” (as defined below), multiplied by the number of shares of Class A common stock outstanding at the close of the Partnering Transaction, excluding those shares of Class A common stock received by the Sponsor through the Class F common stock, divided by the annual volume weighted average price of shares of Class A common stock for such fiscal year (the “annual VWAP”); and • 1,000 shares of Class A common stock. • The increase in the price of the Company’s Class A common stock will be based on the annual VWAP for the relevant fiscal year. For purposes of the foregoing calculations, the “price threshold” will initially equal $25.00 for the first fiscal year following completion of the Partnering Transaction and will thereafter be adjusted at the beginning of each subsequent fiscal year to be equal to the greater of (i) the annual VWAP for the immediately preceding fiscal year and (ii) the price threshold for the preceding fiscal year. For calculation purposes, the total number of shares of Class A common stock outstanding at the closing of the Partnering Transaction can be no smaller than 33,120,000 shares of Class A common stock and no greater than 66,240,000 shares of Class A common stock. Upon a change of control occurring after the Partnering Transaction (but not in connection with the Partnering Transaction), holders of the Performance Shares shall receive cash in the amount is the greater of: (a) the value of approximately 3.3 million shares of Class A common stock at the time of the announcement of the change of control or (b) $82.8 million. Such calculation shall decrease by one-twelfth For so long as any shares of Class B common stock remain outstanding, including prior to the Partnering Transaction, in connection with the Partnering Transaction, or following the Partnering Transaction, the Company may not, without the prior vote or written consent of the holders of a majority of the Performance Shares then outstanding, voting separately as a single class, (A) amend, alter or repeal any provision the amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock, (B) change the Company’s fiscal year, (C) increase the number of directors on the board, (D) pay any dividends or effect any split on any of the Company’s capital stock or make any distributions of cash, securities or any other property, (E) adopt any stockholder rights plan, (F) acquire any entity or business with assets at a purchase price greater than 10% or more of the Company’s total assets, (G) issue any Class A shares in excess of 20% of the Company’s then outstanding Class A shares or that would otherwise require a stockholder vote pursuant to the rules of the stock exchange on which the Class A shares are then listed or (H) make a rights offering to all or substantially all of the holders of shares of Class B common stock or issue additional shares of Class B common stock. Class F Common Stock The Class F common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the Partnering Transaction on a one-for-one as-converted as-converted one-for-one For so long as any shares of Class F common stock remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the shares of Class F common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of the Company’s certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the shares of Class F common stock. Any action required or permitted to be taken at any meeting of the holders of shares of Class F common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding shares of Class F common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class F common stock were present and voted. Preferred stock |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9-Fair 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 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 415,757,948 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 1,035,000 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 15,350 $ — December 31, 2021 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 414,091,576 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,748,200 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 100,700 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement during the quarter ended March 31, 2021 once the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants of $27,510 was transferred from a Level 3 measurement to a Level 2 fair value measurement on July 1, 2022. 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 other transfers between levels of the hierarchy for the three and nine months ended September 30, 2022 and 2021, and for the year ended December 31, 2021. Level 1 instruments include investments in mutual funds invested in U.S. government securities and Level 1 liabilities include derivative warrant liabilities - Public Warrants. 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. The initial fair value of the Public Warrants was calculated using a Monte Carlo simulation as well as a modified Black-Scholes Option Pricing Model and the fair value of the Private Placement Warrants was calculated using the Black-Scholes Option Pricing Model. Subsequently, the fair value of the Public Warrants has been measured based on the listed market price of such warrants as a Level 1 measurement, since February 2021. The fair value of the Private Placement Warrants through June 30, 2022 has been calculated using the Black-Scholes Option Pricing Model (Level 3 inputs) and subsequently has relied on the quoted listed trading price of the Public Warrants (Level 2 inputs) . For the three months ended September 30, 2022 and 2021, the Company recognized a gain to the unaudited condensed statements of operations resulting from a decrease in the fair value of liabilities of approximately $ The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in the 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. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, 2021 Exercise price $ 28.75 Unit price $ 24.37 Volatility 12.10 % Expected life of the options to convert 5.00 Risk-free rate 1.26 % Dividend yield 0.00 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 (through June 30, 2022) and Level 2 (since June 30, 2022) inputs, for the three and nine months ended September 30, 2022 and 2021 is summarized as follows: 2022 2021 Derivative warrant liabilities as of January 1, $ 100,700 $ 16,481,150 Transfer of Public Warrants to Level 1 — (8,942,400 ) Change in fair value of derivative warrant liabilities (55,260 ) (7,404,280 ) Derivative warrant liabilities as of March 31, 45,440 134,470 Change in fair value of derivative warrant liabilities (17,930 ) (620 ) Derivative warrant liabilities as of June 30, 27,510 133,850 Transfer of Private Placement Warrants to Level 2 (15,350 ) — Change in fair value of derivative warrant liabilities (12,160 ) (39,290 ) Derivative warrant liabilities as of September 30, $ — $ 94,560 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10-Subsequent Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the unaudited condensed financial statements were available for issuance. Based upon this review, the Company did not identify any subsequent events, other than as described below, that would have required adjustment or disclosure in the unaudited condensed financial statements. On October 31, 2022, the Company filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) relating to a special meeting of stockholders to consider and vote upon a proposal (the "Extension Proposal") to extend the date by which the Company must consummate a Partnering Transaction from December 14, 2022 (or March 14, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Partnering Transaction by December 14, 2022) to September 30, 2023 or such earlier date as determined by the Company’s board of directors (the "Extension"). As of the date of this report, the Company has not filed with the SEC, or mailed to stockholders, a definitive proxy statement relating to the special meeting. The Company’s board of directors may elect to abandon the special meeting at any time prior to such meeting. Beginning October 28, 2022, the Company entered into investor support agreements with certain anchor investors, members of the board of directors of the Company and operating partners of the Company (the “Investors”) collectively holding approximately 10.4% of the outstanding shares of the Company’s Class A common stock. Pursuant to the investor support agreements, the Investors agreed (i) to vote all their shares of Class A common stock in favor of the Extension Proposal and adjournment proposal described in the preliminary proxy statement, (ii) not to redeem their shares in connection with the Extension and (iii) not to sell their shares before December 14, 2022 unless the Company chooses to not pursue the Extension Proposal or the potential Partnering Transaction described in the preliminary proxy statement before such date. In early November 2022, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more non-interest bearing bank accounts) until the earlier of consummation of the the potential Partnering Transaction described in the preliminary proxy statement or liquidation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The |
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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments 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 and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds 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 on investments held in the 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 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. U.S. 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 for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB Topic ASC 820, “Fair Value Measurements and Disclosures, equal or approximate the carrying amounts represented in the condensed balance sheets except for the derivative 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 over-allotment. |
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 FASB 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 The Company issued 4,140,000 warrants to purchase Class A common stock to investors in our Initial Public Offering and Over-Allotment (the “Public Warrants”) and issued 61,400 Private Placement Warrants (the “Private Warrants”). All of its outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. non-current |
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. Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock subject to possible redemption 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, 16,560,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit 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 would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering and the over-allotment option, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Net Income Per Share of Common Stock | Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has three classes of shares, which are referred to as Class A common stock, Class B common stock, and Class F common stock. Income and losses are shared pro rata between the three classes of shares. Net income 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 income per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of Class A common stock in the calculation of diluted income (loss) per common 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 income per common share is the same as basic net income 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 following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common share: For the Three Months Ended September 30, 2022 2021 Class A Class B Class F Class A Class B Class F Basic and diluted net income per common share: Numerator: Allocation of net income $ 1,717,390 $ 12,263 $ 84,615 $ 2,304,304 $ 16,454 $ 113,531 Denominator: Basic and diluted weighted average common shares outstanding 16,805,600 120,000 828,000 16,805,600 120,000 828,000 Basic and diluted net income per common share $ 0.10 $ 0.10 $ 0.10 $ 0.14 $ 0.14 $ 0.14 For the Nine Months Ended September 30, 2022 2021 Class A Class B Class F Class A Class B Class F Basic and diluted net income per common share: Numerator: Allocation of net income $ 6,403,422 $ 45,723 $ 315,492 $ 8,796,579 $ 62,812 $ 433,401 Denominator: Basic and diluted weighted average common shares outstanding 16,805,600 120,000 828,000 16,805,600 120,000 828,000 Basic and diluted net income per common share $ 0.38 $ 0.38 $ 0.38 $ 0.52 $ 0.52 $ 0.52 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB Topic ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 |
Recent Issued Accounting Standards | Recently Issued Accounting Standards In June 2022, the FASB issued ASU 2022-03, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net income per share of common stock | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common share: For the Three Months Ended September 30, 2022 2021 Class A Class B Class F Class A Class B Class F Basic and diluted net income per common share: Numerator: Allocation of net income $ 1,717,390 $ 12,263 $ 84,615 $ 2,304,304 $ 16,454 $ 113,531 Denominator: Basic and diluted weighted average common shares outstanding 16,805,600 120,000 828,000 16,805,600 120,000 828,000 Basic and diluted net income per common share $ 0.10 $ 0.10 $ 0.10 $ 0.14 $ 0.14 $ 0.14 For the Nine Months Ended September 30, 2022 2021 Class A Class B Class F Class A Class B Class F Basic and diluted net income per common share: Numerator: Allocation of net income $ 6,403,422 $ 45,723 $ 315,492 $ 8,796,579 $ 62,812 $ 433,401 Denominator: Basic and diluted weighted average common shares outstanding 16,805,600 120,000 828,000 16,805,600 120,000 828,000 Basic and diluted net income per common share $ 0.38 $ 0.38 $ 0.38 $ 0.52 $ 0.52 $ 0.52 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary Of Class A Common Stock Subject To Possible Redemption | As of September 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds $ 414,000,000 Less: Fair value of Public Warrants at issuance (11,509,200 ) Offering costs allocated to Class A common stock subject to possible redemption (4,323,061 ) Plus: Accretion on Class A common stock subject to possible redemption amount 15,832,261 Class A common stock subject to possible redemption as of December 31, 2021 414,000,000 Plus: Increase in redemption value of Class A common stock subject to possible redemption 1,324,977 Class A common stock subject to possible redemption as of September 30, 2022 $ 415,324,977 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's assets | 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 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 415,757,948 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 1,035,000 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 15,350 $ — December 31, 2021 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 414,091,576 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,748,200 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 100,700 |
Summary of quantitative information | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, 2021 Exercise price $ 28.75 Unit price $ 24.37 Volatility 12.10 % Expected life of the options to convert 5.00 Risk-free rate 1.26 % Dividend yield 0.00 % |
Summary of change in the fair value | The change in the fair value of the derivative warrant liabilities, measured using Level 3 (through June 30, 2022) and Level 2 (since June 30, 2022) inputs, for the three and nine months ended September 30, 2022 and 2021 is summarized as follows: 2022 2021 Derivative warrant liabilities as of January 1, $ 100,700 $ 16,481,150 Transfer of Public Warrants to Level 1 — (8,942,400 ) Change in fair value of derivative warrant liabilities (55,260 ) (7,404,280 ) Derivative warrant liabilities as of March 31, 45,440 134,470 Change in fair value of derivative warrant liabilities (17,930 ) (620 ) Derivative warrant liabilities as of June 30, 27,510 133,850 Transfer of Private Placement Warrants to Level 2 (15,350 ) — Change in fair value of derivative warrant liabilities (12,160 ) (39,290 ) Derivative warrant liabilities as of September 30, $ — $ 94,560 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Details) - USD ($) | 9 Months Ended | |||
Dec. 16, 2020 | Dec. 14, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Gross proceeds | $ 540,000 | |||
Proceeds from private placement | 5,600,000 | |||
Percentage of net assets held in the Trust Account | 80% | |||
Assets held in trust | $ 414,000,000 | |||
Dissolution expenses | $ 100,000 | |||
Public shares, redeemable percentage | 100% | |||
Share Price | $ 23 | |||
Minimum networth necessary to carry out business cobination | $ 5,000,001 | |||
Cash held by company | 274,392 | $ 470,895 | ||
Working capital deficit | (322,000) | |||
Proceeds from related party debt | 200,000 | |||
Working Capital Loans [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Outstanding working capital loans | $ 200,000 | $ 0 | ||
Public Share [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Share Price | $ 25 | |||
Note [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Proceeds from related party debt | $ 148,000 | |||
Founder Shares [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Offering costs paid by sponsor | $ 25,000 | |||
Minimum [Member] | Trust Account [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of voting interests acquired | 50% | |||
IPO [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 14,400,000 | |||
Price per share | $ 25 | |||
Gross proceeds | $ 360,000,000 | |||
Offering cost | 4,000,000 | |||
Net of reimbursement of offering costs | $ 350,000 | |||
Shares issued during period new issues | 14,400,000 | |||
Share issued price per share | $ 25 | |||
Price per share | 25 | |||
Over-Allotment Option [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 2,160,000 | |||
Offering cost | $ 540,000 | |||
Additional Gross proceeds | $ 54,000,000 | |||
Shares issued during period new issues | 2,160,000 | 2,160,000 | ||
Private Placement [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Shares issued during period new issues | 224,000 | |||
Share issued price per share | $ 25 | |||
Additional Private Placement CAPS | 21,600 | |||
Price per share | $ 25 | |||
IPO and Private Placement [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Price per share | $ 25 | |||
Assets held in trust | $ 360,000,000 | |||
Over Allotment [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Assets held in trust | $ 54,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Share of Common Stock (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Numerator: | |||||||||
Allocation of net income | $ 1,814,268 | $ 1,405,817 | $ 3,544,553 | $ 2,434,289 | $ (308,566) | $ 7,167,069 | $ 6,764,638 | $ 9,292,792 | |
Common Class A [Member] | |||||||||
Numerator: | |||||||||
Allocation of net income | $ 1,717,390 | $ 2,304,304 | $ 6,403,422 | $ 8,796,579 | |||||
Denominator: | |||||||||
Basic weighted average common shares outstanding | 16,805,600 | 16,805,600 | 16,805,600 | 16,805,600 | 16,805,600 | ||||
Diluted weighted average common shares outstanding | 16,805,600 | 16,805,600 | 16,805,600 | 16,805,600 | 16,805,600 | ||||
Basic net income per share | $ 0.1 | $ 0.14 | $ 0.38 | $ 0.52 | |||||
Diluted net income per share | $ 0.1 | $ 0.14 | $ 0.38 | $ 0.52 | |||||
Common Class B [Member] | |||||||||
Numerator: | |||||||||
Allocation of net income | $ 12,263 | $ 16,454 | $ 45,723 | $ 62,812 | |||||
Denominator: | |||||||||
Basic weighted average common shares outstanding | 120,000 | 120,000 | 120,000 | 120,000 | |||||
Diluted weighted average common shares outstanding | 120,000 | 120,000 | 120,000 | 120,000 | |||||
Basic net income per share | $ 0.1 | $ 0.14 | $ 0.38 | $ 0.52 | |||||
Diluted net income per share | $ 0.1 | $ 0.14 | $ 0.38 | $ 0.52 | |||||
Common Class F [Member] | |||||||||
Numerator: | |||||||||
Allocation of net income | $ 84,615 | $ 113,531 | $ 315,492 | $ 433,401 | |||||
Denominator: | |||||||||
Basic weighted average common shares outstanding | 828,000 | 828,000 | 828,000 | 828,000 | |||||
Diluted weighted average common shares outstanding | 828,000 | 828,000 | 828,000 | 828,000 | |||||
Basic net income per share | $ 0.1 | $ 0.14 | $ 0.38 | $ 0.52 | |||||
Diluted net income per share | $ 0.1 | $ 0.14 | $ 0.38 | $ 0.52 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Cash with federal deposit insurance | $ 250,000 | |
Term of restricted investments | 185 days | |
Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Temporary equity shares outstanding | 16,560,000 | 16,560,000 |
Antidilutive securities excluded from computation of earnings per share, amount | 4,201,400 | |
Common Class A [Member] | Private Placement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Business Combination Shares Acquisition | 4,201,400 | |
Public Warrant [Member] | IPO [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights issued during the period unit | 4,140,000 | |
Private Placement warrant [Member] | Over-Allotment Option [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights issued during the period unit | 61,400 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 9 Months Ended | |||
Dec. 16, 2020 | Dec. 15, 2020 | Dec. 14, 2020 | Sep. 30, 2022 | |
Class A common stock, Sales price | $ 23 | |||
Over-Allotment Option [Member] | ||||
Over-allotment option, shares issued | 2,160,000 | 2,160,000 | ||
Initial Public Offering, Proceeds | $ 54,000,000 | |||
Initial Public Offering, Offering cost | 540,000 | |||
Over-allotment option, Offering cost in underwriting fee | 540,000 | |||
Day option granted | 45 days | |||
Underwriter fee payable | $ 540,000 | |||
IPO [Member] | ||||
Over-allotment option, shares issued | 14,400,000 | |||
Initial Public Offering, Issue price per share | $ 25 | |||
Initial Public Offering, Proceeds | $ 360,000,000 | |||
Initial Public Offering, Offering cost | 4,000,000 | |||
Initial Public Offering, Reimbursement of Offering cost from underwriter | $ 350,000 | $ 350,000 | ||
Underwriting discount, Per share | $ 0.25 | |||
Underwriting discount, Value | $ 3,600,000 | |||
Common Class A [Member] | ||||
Class A common stock, Sales price | $ 28.75 | |||
Common Class A [Member] | Public Warrant [Member] | ||||
Class A common stock, Sales price | $ 45 | |||
One share of Class A common stock | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 16, 2020 USD ($) $ / shares shares | Dec. 14, 2020 USD ($) $ / shares shares | Dec. 11, 2020 shares | Sep. 14, 2020 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Aug. 09, 2022 USD ($) $ / shares | |
Related Party Transaction [Line Items] | ||||||||||
Common stock outstanding, Percentage | 20% | |||||||||
Number of days Founder Shares locked in | 180 days | |||||||||
Private Placement, Proceeds from issue | $ 5,600,000 | |||||||||
Class A common stock, Sales price | $ / shares | $ 23 | $ 23 | ||||||||
Expenses paid to Sponsor | $ 60,000 | $ 60,000 | $ 180,000 | $ 183,030 | ||||||
Working Capital Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Unsecured promissory note, Amount borrowed | 200,000 | 200,000 | $ 0 | |||||||
Working Capital Loans, Convertible amount | $ 1,500,000 | $ 1,500,000 | ||||||||
Working Capital Loans, Conversion price | $ / shares | $ 25 | $ 25 | ||||||||
Agreement Service Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction Due From To Related Party | $ 0 | $ 0 | ||||||||
IPO [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during period new issues | shares | 14,400,000 | |||||||||
Founder shares, proceeds from issuance | $ 360,000,000 | |||||||||
Performance Shares, Proceeds from issuance | $ 360,000,000 | |||||||||
Share issued price per share | $ / shares | $ 25 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during period new issues | shares | 2,160,000 | 2,160,000 | ||||||||
Founder shares, proceeds from issuance | $ 54,000,000 | |||||||||
Performance Shares, Proceeds from issuance | $ 54,000,000 | |||||||||
Common Class F [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Forward stock split effected | 1.2 | |||||||||
Class F common stock, Shares outstanding | shares | 828,000 | 828,000 | 828,000 | |||||||
Common Class F [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class F common stock, Shares outstanding | shares | 828,000 | |||||||||
Common Class F [Member] | Minimum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class F common stock, Shares outstanding | shares | 690,000 | |||||||||
Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class F common stock, Shares outstanding | shares | 245,600 | 245,600 | 245,600 | |||||||
Number of years Class A common stock locked in | 3 years | |||||||||
Class A common stock, Sales price | $ / shares | $ 28.75 | $ 28.75 | ||||||||
Private Placement and Class A common stock lock in period | 30 days | |||||||||
Common Class A [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class F common stock, Shares outstanding | shares | 66,240,000 | 66,240,000 | ||||||||
Common Class A [Member] | Minimum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class F common stock, Shares outstanding | shares | 33,120,000 | 33,120,000 | ||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class F common stock, Shares outstanding | shares | 120,000 | 120,000 | 120,000 | |||||||
Sponsor [Member] | August 2022 Working Capital Loan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Unsecured promissory note, Face amount | $ 200,000 | |||||||||
Working Capital Loans, Conversion price | $ / shares | $ 25 | |||||||||
Sponsor [Member] | Commercial Paper [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Unsecured promissory note, Face amount | $ 300,000 | |||||||||
Unsecured promissory note, Amount borrowed | $ 148,000 | |||||||||
Sponsor [Member] | IPO [Member] | Private Placement warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Private Placement, Issued | shares | 224,000 | |||||||||
Private Placement, Issued price per share | $ / shares | $ 25 | $ 25 | ||||||||
Private Placement, Proceeds from issue | $ 5,600,000 | |||||||||
Sponsor [Member] | Over-Allotment Option [Member] | Private Placement warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Private Placement, Issued | shares | 21,600 | |||||||||
Private Placement, Issued price per share | $ / shares | $ 25 | |||||||||
Private Placement, Proceeds from issue | $ 540,000 | |||||||||
Sponsor [Member] | Common Class F [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during period new issues | shares | 690,000 | |||||||||
Founder shares, proceeds from issuance | $ 6,250 | |||||||||
Performance Shares, Proceeds from issuance | $ 6,250 | |||||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during period new issues | shares | 120,000 | |||||||||
Founder shares, proceeds from issuance | $ 18,750 | |||||||||
Performance Shares, Proceeds from issuance | $ 18,750 | |||||||||
Affiliate Of The Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses paid to Sponsor | 20,000 | |||||||||
Expenses paid to Sponsor | $ 60,000 | $ 60,000 | $ 180,000 | $ 180,000 | ||||||
Anchor Investors [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during period new issues | shares | 2,400,000 | |||||||||
Anchor Investors [Member] | Common Class A [Member] | Forward Purchase Agreements [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued, Value | $ 75,000,000 | |||||||||
Share issued price per share | $ / shares | $ 25 | $ 25 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Dec. 14, 2020 | Sep. 30, 2022 | Aug. 16, 2022 | |
Percentage of excise tax on repurchases of stock | 1% | ||
The excise tax amount is the percentage of the fair market value of the shares repurchased | 1% | ||
IPO [Member] | |||
Over-allotment option, shares issued | 14,400,000 | ||
Share issued price per share | $ 25 | ||
Consulting fee percentage out of gross proceeds of initial public offering | 2.25% | ||
Consulting fee payable | $ 9.3 | ||
Anchor Investors [Member] | |||
Over-allotment option, shares issued | 2,400,000 | ||
Performance Shares [Member] | |||
Over-allotment option, shares issued | 10,800 | ||
Share issued price per share | $ 0.16 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share Price | $ 23 | |
Warrants expiration, terms | 5 years | |
Proceeds from issuances to percentage of equity proceeds | 60% | |
Number of days determining warrants exercise price | 20 days | |
Warrants, exercise price percentage | 180% | |
Redemption Price Trigger [Member] | ||
Share Price | $ 45 | |
Warrant [Member] | ||
Warrants, exercise price percentage | 110% | |
Public Warrant [Member] | ||
Class of warrant or right, outstanding | 4,140,000 | 4,140,000 |
Public warrants, redemption price per warrant | $ 0.01 | |
Minimum number of days for prior Notice of redemption | 30 days | |
Number of consecutive trading days before notice of redemption to be sent | 20 days | |
Number of trading days before notice of redemption to be sent | 30 days | |
Effective days of registration statement determining warrant to be redeemed | 30 days | |
Private Warrant [Member] | ||
Class of warrant or right, outstanding | 61,400 | 61,400 |
Common Class A [Member] | ||
Share Price | $ 28.75 | |
Shares lock in period | 30 days | |
Common Class A [Member] | Public Warrant [Member] | ||
Share Price | $ 45 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption - Summary of Class A common stock subject to possible redemption (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | ||||
Gross proceeds | $ 414,000,000 | |||
Fair value of Public Warrants at issuance | (11,509,200) | |||
Offering costs allocated to Class A common stock subject to possible redemption | (4,323,061) | |||
Accretion on Class A common stock subject to possible redemption amount | 15,832,261 | |||
Increase in redemption value of Class A common stock subject to possible redemption | $ 1,158,491 | $ 166,486 | $ 1,324,977 | |
Class A common stock subject to possible redemption | $ 415,324,977 | $ 415,324,977 | $ 414,000,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||||
Common stock shares authorized | 380,000,000 | 380,000,000 | 380,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Temporary equity shares outstanding | 16,560,000 | 16,560,000 | 16,560,000 | ||
Weighted average shares outstanding, basic | 16,805,600 | 16,805,600 | 16,805,600 | 16,805,600 | 16,805,600 |
Weighted average shares outstanding, diluted | 16,805,600 | 16,805,600 | 16,805,600 | 16,805,600 | 16,805,600 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 11, 2020 | |
Preferred stock,Shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |
Preferred stock,Shares issued | 0 | 0 | |
Preferred stock,Shares outstanding | 0 | 0 | |
Common stock, Shares | 10,000 | ||
Share Price | $ 23 | ||
Percentage increase in the price of one Class A share | 20% | ||
Threshold price | $ 25 | ||
Proceeds to holders of the Performance Shares | $ 82.8 | ||
Conversion basis | one-for-one basis | ||
Share Price Not Exceed 27.50 USD [Member] | |||
Number of consecutive trading days determining conversion of shares | 20 days | ||
Number of trading days determining conversion of shares | 30 days | ||
Share Price Exceeds 27.50 USD [Member] | |||
Number of consecutive trading days determining conversion of shares | 20 days | ||
Number of trading days determining conversion of shares | 30 days | ||
Minimum [Member] | |||
Acquisition of business with assets, Percentage of purchase price | 10% | ||
Common Class A [Member] | |||
Common stock shares authorized | 380,000,000 | 380,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 245,600 | 245,600 | |
Common stock shares outstanding | 245,600 | 245,600 | |
Common stock subject to possible redemption, shares | 16,560,000 | 16,560,000 | |
Common stock, Shares | 1,000 | ||
Share Price | $ 28.75 | ||
Proceeds to holders of the Performance Shares | $ 3.3 | ||
Outstanding percentage | 20% | ||
Class A converted common shares, Outstanding percentage | 5% | ||
Common Class A [Member] | Share Price Not Exceed 27.50 USD [Member] | |||
Share Price | $ 27.5 | ||
Common Class A [Member] | Share Price Exceeds 27.50 USD [Member] | |||
Share Price | $ 27.5 | ||
Common Class A [Member] | Minimum [Member] | |||
Common stock shares outstanding | 33,120,000 | ||
Common Class A [Member] | Maximum [Member] | |||
Common stock shares outstanding | 66,240,000 | ||
Common Class B [Member] | |||
Common stock shares authorized | 1,000,000 | 1,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 120,000 | 120,000 | |
Common stock shares outstanding | 120,000 | 120,000 | |
Common Class F [Member] | |||
Common stock shares authorized | 50,000,000 | 50,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 828,000 | 828,000 | |
Common stock shares outstanding | 828,000 | 828,000 | |
Common Class F [Member] | Minimum [Member] | |||
Common stock shares outstanding | 690,000 | ||
Common Class F [Member] | Maximum [Member] | |||
Common stock shares outstanding | 828,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Assets (Detail) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 415,757,948 | $ 414,091,576 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 1,035,000 | 6,748,200 |
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 15,350 | |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 100,700 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 01, 2022 | |
Change in fair value of derivative warrant liabilities | $ 836,020 | $ 2,668,190 | $ 5,798,550 | $ 10,114,490 | |
Historical rate | 0% | ||||
Private Placement Warrants [Member] | |||||
Estimated fair value of warrants between the levels | $ 27,510 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information (Detail) | Dec. 31, 2021 yr |
Exercise price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 28.75 |
Unit price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 24.37 |
Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 12.1 |
Expected life of the options to convert [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 5 |
Risk-free rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 1.26 |
Dividend yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value (Detail) - Derivative Financial Instruments, Liabilities [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Derivative warrant liabilities, beginning balance | $ 27,510 | $ 45,440 | $ 100,700 | $ 133,850 | $ 134,470 | $ 16,481,150 |
Change in fair value of derivative warrant liabilities | (12,160) | (17,930) | (55,260) | (39,290) | (620) | (7,404,280) |
Derivative warrant liabilities, ending balance | 0 | $ 27,510 | 45,440 | 94,560 | $ 133,850 | 134,470 |
Public Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Transfer of Public Warrants to Level 1 | $ 0 | $ (8,942,400) | ||||
Private Placement Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Transfer of Private Placement Warrants to Level 2 | $ (15,350) | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Oct. 28, 2022 |
Subsequent Event [Member] | Investor Support Agreements [Member] | Common Class A [Member] | |
Subsequent Event [Line Items] | |
Percentage of shareholding | 10.40% |