Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Entity Central Index Key | 0001825497 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | CRUCIBLE ACQUISITION CORPORATION | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Ex Transition Period | false | |
Entity Address, State or Province | CO | |
Title of 12(b) Security | Class A common stock included as part of the Units | |
Trading Symbol | CRU | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39837 | |
Entity Tax Identification Number | 85-3052152 | |
Entity Address, Address Line One | 645 Walnut St | |
Entity Address, Postal Zip Code | 80302 | |
City Area Code | 401 | |
Local Phone Number | 216-7635 | |
Entity Address, City or Town | Boulder | |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of a redeemable warrant to acquire one share of Class A common stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value | |
Trading Symbol | CRU.U | |
Security Exchange Name | NYSE | |
Redeemable warrants to acquire one share of Class A common stock included as part of the Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants to acquire one share of Class A common stock included as part of the Units | |
Trading Symbol | CRU WS | |
Security Exchange Name | NYSE | |
Common Stock Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,875,000 | |
Common Stock Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,468,750 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 260,478 | $ 165,087 |
Prepaid expenses | 94,350 | 219,558 |
Total current assets | 354,828 | 384,645 |
Investments held in Trust Account | 260,551,856 | 258,843,444 |
Total Assets | 260,906,684 | 259,228,089 |
Current liabilities: | ||
Accounts payable | 307,340 | 436,709 |
Accrued expenses | 20,900 | 87,563 |
Income tax payable | 312,474 | 0 |
Franchise tax payable | 0 | 196,795 |
Total current liabilities | 640,714 | 721,067 |
Derivative warrant liabilities | 0 | 9,519,920 |
Working capital loan - related party | 3,170,000 | 1,951,350 |
Deferred underwriting commissions | 9,056,250 | 9,056,250 |
Total Liabilities | 12,866,964 | 21,248,587 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 25,875,000 shares at redemption value of $10.04 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively | 259,776,847 | 258,750,000 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of September 30, 2022 and December 31, 2021 | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (11,737,774) | (20,771,145) |
Total stockholders' deficit | (11,737,127) | (20,770,498) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 260,906,684 | 259,228,089 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, $0.0001 par value; 25,875,000 shares at redemption value of $10.04 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively | 259,776,847 | 258,750,000 |
Stockholders' Deficit: | ||
Common stock | ||
Common Class B [Member] | ||
Stockholders' Deficit: | ||
Common stock | $ 647 | $ 647 |
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 | 5,000,000 | 5,000,000 |
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 outstanding | 25,875,000 | 25,875,000 |
Temporary equity redemption price per share | $ 10.04 | $ 10 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 25,875,000 | 25,875,000 |
Common stock, shares outstanding | 25,875,000 | 25,875,000 |
Common Class A [Member] | Non Redeemable Common Stock [Member] | ||
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 6,468,750 | 6,468,750 |
Common stock, shares outstanding | 6,468,750 | 6,468,750 |
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 | $ 85,743 | $ 294,196 | $ 415,750 | $ 3,185,150 |
General and administrative expenses - related party | 105,500 | 60,000 | 225,500 | 180,000 |
Franchise tax expenses | 64,669 | 49,864 | 165,740 | 146,352 |
Loss from operations | (255,912) | (404,060) | (806,990) | (3,511,502) |
Other income (expenses): | ||||
Change in fair value of derivative warrant liabilities | 1,340,830 | 3,012,570 | 9,519,920 | 10,550,990 |
Change in fair value of working capital loan - related party | 0 | 25,990 | (48,650) | 25,990 |
Offering costs associated with derivative warrant liabilities | 0 | 0 | 0 | (839,670) |
Income from investments held in Trust Account | 1,273,899 | 23,327 | 1,708,412 | 73,060 |
Net income before income tax expense | 2,358,817 | 2,657,827 | 10,372,692 | 6,298,868 |
Income tax expense | (264,155) | 0 | (312,474) | 0 |
Net income | $ 2,094,662 | $ 2,657,827 | $ 10,060,218 | $ 6,298,868 |
Common Class A [Member] | ||||
Other income (expenses): | ||||
Weighted average shares outstanding basic | 25,875,000 | 25,875,000 | 25,875,000 | 25,306,319 |
Basic net income per share | $ 0.06 | $ 0.08 | $ 0.31 | $ 0.2 |
Weighted average shares outstanding | 25,875,000 | 25,875,000 | 25,875,000 | 25,306,319 |
Diluted net income per share | $ 0.06 | $ 0.08 | $ 0.31 | $ 0.2 |
Common Class B [Member] | ||||
Other income (expenses): | ||||
Weighted average shares outstanding basic | 6,468,750 | 6,468,750 | 6,468,750 | 6,450,206 |
Basic net income per share | $ 0.06 | $ 0.08 | $ 0.31 | $ 0.2 |
Weighted average shares outstanding | 6,468,750 | 6,468,750 | 6,468,750 | 6,468,750 |
Diluted net income per share | $ 0.06 | $ 0.08 | $ 0.31 | $ 0.2 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] |
Beginning Balance at Dec. 31, 2020 | $ 22,683 | $ 24,353 | $ (2,317) | $ 0 | $ 647 | |
Beginning Balance (Shares) at Dec. 31, 2020 | 0 | 6,468,750 | ||||
Accretion of Class A common stock subject to possible redemption | (28,419,686) | (24,353) | (28,395,333) | |||
Net income | 1,873,078 | 1,873,078 | ||||
Ending Balance at Mar. 31, 2021 | (26,523,925) | 0 | (26,524,572) | $ 0 | $ 647 | |
Ending Balance (Shares) at Mar. 31, 2021 | 0 | 6,468,750 | ||||
Beginning Balance at Dec. 31, 2020 | 22,683 | 24,353 | (2,317) | $ 0 | $ 647 | |
Beginning Balance (Shares) at Dec. 31, 2020 | 0 | 6,468,750 | ||||
Net income | 6,298,868 | |||||
Ending Balance at Sep. 30, 2021 | (22,098,135) | 0 | (22,098,782) | $ 0 | $ 647 | |
Ending Balance (Shares) at Sep. 30, 2021 | 0 | 6,468,750 | ||||
Beginning Balance at Dec. 31, 2020 | 22,683 | 24,353 | (2,317) | $ 0 | $ 647 | |
Beginning Balance (Shares) at Dec. 31, 2020 | 0 | 6,468,750 | ||||
Accretion of Class A common stock subject to possible redemption | $ (28,419,686) | |||||
Ending Balance at Dec. 31, 2021 | (20,770,498) | 0 | (20,771,145) | $ 0 | $ 647 | |
Ending Balance (Shares) at Dec. 31, 2021 | 0 | 6,468,750 | ||||
Beginning Balance at Mar. 31, 2021 | (26,523,925) | 0 | (26,524,572) | $ 0 | $ 647 | |
Beginning Balance (Shares) at Mar. 31, 2021 | 0 | 6,468,750 | ||||
Net income | 1,767,963 | 1,767,963 | ||||
Ending Balance at Jun. 30, 2021 | (24,755,962) | 0 | (24,756,609) | $ 0 | $ 647 | |
Ending Balance (Shares) at Jun. 30, 2021 | 0 | 6,468,750 | ||||
Net income | 2,657,827 | 2,657,827 | ||||
Ending Balance at Sep. 30, 2021 | (22,098,135) | 0 | (22,098,782) | $ 0 | $ 647 | |
Ending Balance (Shares) at Sep. 30, 2021 | 0 | 6,468,750 | ||||
Beginning Balance at Dec. 31, 2021 | (20,770,498) | 0 | (20,771,145) | $ 0 | $ 647 | |
Beginning Balance (Shares) at Dec. 31, 2021 | 0 | 6,468,750 | ||||
Net income | 4,356,056 | 4,356,056 | ||||
Ending Balance at Mar. 31, 2022 | (16,414,442) | 0 | (16,415,089) | $ 0 | $ 647 | |
Ending Balance (Shares) at Mar. 31, 2022 | 0 | 6,468,750 | ||||
Beginning Balance at Dec. 31, 2021 | (20,770,498) | 0 | (20,771,145) | $ 0 | $ 647 | |
Beginning Balance (Shares) at Dec. 31, 2021 | 0 | 6,468,750 | ||||
Increase in redemption value of Class A common stock subject to possible redemption | $ (1,026,847) | |||||
Net income | 10,060,218 | |||||
Ending Balance at Sep. 30, 2022 | (11,737,127) | 0 | (11,737,774) | $ 0 | $ 647 | |
Ending Balance (Shares) at Sep. 30, 2022 | 0 | 6,468,750 | ||||
Beginning Balance at Mar. 31, 2022 | (16,414,442) | 0 | (16,415,089) | $ 0 | $ 647 | |
Beginning Balance (Shares) at Mar. 31, 2022 | 0 | 6,468,750 | ||||
Increase in redemption value of Class A common stock subject to possible redemption | (81,773) | (81,773) | ||||
Net income | 3,609,500 | 3,609,500 | ||||
Ending Balance at Jun. 30, 2022 | (12,886,715) | 0 | (12,887,362) | $ 0 | $ 647 | |
Ending Balance (Shares) at Jun. 30, 2022 | 0 | 6,468,750 | ||||
Increase in redemption value of Class A common stock subject to possible redemption | (945,074) | (945,074) | ||||
Net income | 2,094,662 | 2,094,662 | ||||
Ending Balance at Sep. 30, 2022 | $ (11,737,127) | $ 0 | $ (11,737,774) | $ 0 | $ 647 | |
Ending Balance (Shares) at Sep. 30, 2022 | 0 | 6,468,750 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||||||
Net income | $ 2,094,662 | $ 4,356,056 | $ 2,657,827 | $ 1,873,078 | $ 10,060,218 | $ 6,298,868 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||||||
Income from investments held in Trust Account | (1,708,412) | (73,061) | |||||
Change in fair value of derivative warrant liabilities | (1,340,830) | (3,012,570) | (9,519,920) | (10,550,990) | |||
Change in fair value of working capital loan — related party | 48,650 | (25,990) | |||||
Offering costs associated with derivative warrant liabilities | 0 | 0 | 0 | 839,670 | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | 125,208 | (276,433) | |||||
Accounts payable | (129,369) | 51,954 | |||||
Accrued expenses | (66,663) | 233,766 | |||||
Income tax payable | 312,474 | 0 | |||||
Franchise tax payable | (196,795) | 146,352 | |||||
Net cash used in operating activities | (1,074,609) | (3,355,864) | |||||
Cash Flows from Investing Activities | |||||||
Cash deposited in Trust Account | 0 | (258,750,000) | |||||
Net cash used in investing activities | 0 | (258,750,000) | |||||
Cash Flows from Financing Activities: | |||||||
Repayment of note payable to related party | 0 | (80,000) | |||||
Proceeds received from initial public offering, gross | 0 | 258,750,000 | |||||
Proceeds received from private placement | 0 | 7,175,000 | |||||
Working capital loan - related party | 1,170,000 | 2,000,000 | |||||
Offering costs paid | 0 | (5,464,708) | |||||
Net cash provided by financing activities | 1,170,000 | 262,380,292 | |||||
Net change in cash | 95,391 | 274,428 | |||||
Cash - beginning of the period | $ 165,087 | $ 17,852 | 165,087 | 17,852 | $ 17,852 | ||
Cash - end of the period | $ 260,478 | $ 292,280 | 260,478 | 292,280 | $ 165,087 | ||
Supplemental disclosure of noncash financing activities: | |||||||
Offering costs included in accrued expenses | 0 | 75,000 | |||||
Reversal of accrued expenses | 0 | 188,313 | |||||
Deferred underwriting commissions in connection with the initial public offering | $ 0 | $ 9,056,250 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Business Description And Basis Of Presentation [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Crucible Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on September 16, 2020, for the purpose of effecting a business combination (“Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from September 16, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”) described below and subsequent to the Initial Public Offering, the search for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Foundry Crucible I, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on January 4, 2021. On January 7, 2021, the Company consummated its Initial Public Offering of 25,875,000 Units, including 3,375,000 over-allotment units, (the “Over-Allotment Units”) (together with the Initial Public Offering units, the “Units”), at $10.00 per Unit, generating gross proceeds of approximately $258.8 million, and incurring offering costs of approximately $14.7 million, of which approximately $9.1 million was for deferred underwriting commissions. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 4,783,333 private placement warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million. Upon the closing of the Initial Public Offering and the Private Placement, approximately $258.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in the a trust account (the “Trust Account”), and invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the public stockholders (the “Public Stockholders”) of the public shares (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 , The Amended and Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of initial public offering (the “Combination Period”) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims (i) by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable; provided, that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $260,000 in its operating bank account and a working capital of approximately $27,000 (not taking into account approximately $312,000 in tax obligations that may be paid using investment income classified in the Trust Account). The Company’s liquidity needs through the consummation of the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor to purchase Founders Shares, and the loan proceeds from the Sponsor of $80,000 under the note (the “Note”). The Company repaid the Note in full on January 7, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2022, approximately $3.2 million was drawn on the working capital loan - related party, presented at its fair value of approximately $3.2 million on the accompanying unaudited condensed balance sheets. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, On September 23, 2022, the Company filed a preliminary proxy statement (the “Preliminary Proxy Statement”) with the SEC in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to amend the date by which the Company must cease its operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”), and redeem all of the shares of Class A common stock, par value $0.0001 per share, of the Company, included as part of the units sold in the Company’s initial public offering that was completed on January 7, 2021, from January 7, 2023 (the “Original Termination Date”) to an earlier date in 2022 (the “Amended Termination Date”). See Preliminary Proxy Statement filed with the SEC for further details. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 or December 31, 2021. 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 are included in income from investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed balance sheets, except for the derivative warrant liabilities and working capital loan - related party (see Note 9). Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices 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. 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 reassessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering and the fair value of the Private Placement Warrants have been estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of September 30, 2022 and December 31, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2022 and December 31, 2021 is the same as the Public Warrants, which are based on observable listed prices. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current 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 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, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 20 21, 25,875,000 shares of Class A common stock subject to possible redemption are presented at redemption value 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, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 13,408,333 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the three and nine months ended September 30, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of the shares of Class B common stock that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of common stock: For the Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 1,675,730 $ 418,932 $ 2,126,262 $ 531,565 Denominator: Basic and diluted weighted average common stock outstanding 25,875,000 6,468,750 25,875,000 6,468,750 Basic and diluted net income per common stock $ 0.06 $ 0.06 $ 0.08 $ 0.08 For the Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income - b $ 8,048,174 $ 2,012,044 $ 5,019,477 $ 1,279,391 Allocation of net income - d $ 8,048,174 $ 2,012,044 $ 5,016,548 $ 1,282,320 Denominator: Basic weighted average common stock outstanding 25,875,000 6,468,750 25,306,319 6,450,206 Diluted weighted average common stock outstanding 25,875,000 6,468,750 25,306,319 6,468,750 Basic net income per common stock $ 0.31 $ 0.31 $ 0.20 $ 0.20 Diluted net income per common stock $ 0.31 $ 0.31 $ 0.20 $ 0.20 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2022 and December 31, 2021, the Company had a full valuation allowance against the deferred tax assets. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On January 7, 2021, the Company consummated its Initial Public Offering of 25,875,000 Units, including 3,375,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $258.8 million, and incurring offering costs of approximately $14.7 million, of which approximately $9.1 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-third |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On September 25, 2020, the Sponsor purchased 5,750,000 Founder Shares, for an aggregate price of $25,000. On January 4, 2021, the Company effected a 1:1.125 stock split of Class B common stock, resulting in an aggregate of 6,468,750 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. The Initial Stockholders agreed to forfeit up to 843,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised the over-allotment option in full on January 7, 2021; thus, these 843,750 shares of Class B common stock were no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,783,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable Related Party Loans On September 25, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to the Note. This loan was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company working capital loans (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either (i) be repaid upon consummation of a Business Combination or, (ii) at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. The Company has elected the fair value option to account for its working capital loan - related party with its Sponsor as defined above. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of working capital loan - related party on the statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. As of September 30, 2022, approximately $3.2 million was drawn on the working capital loan - related party, presented at its fair value of approximately $3.2 million on the accompanying unaudited condensed balance sheets. As of December 31, 2021, approximately $2.0 million was drawn on the working capital loan - related party, presented at its fair value of approximately $1.95 million on the accompanying condensed balance sheets. Administrative Services Agreement The Company entered into an agreement that provides, commencing on the effective date of the prospectus for the Initial Public Offering and through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company agrees to pay the Sponsor a total of $20,000 per month for administrative and support services. The Company’s officers or directors will be reimbursed for any out-of-pocket out-of-pocket respectively. For the nine months ended September 30, 2022 and 2021, the Company incurred $180,000 and $180,000 under this agreement, respectively. As of September 30, 2022 and December 31, 2021, the Company had no accrued amounts for services in connection with such agreement on the accompanying condensed balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $5.2 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or approximately $9.1 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these condensed financial statements. The specific impact on the Company’s condensed financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
ClassA Common Stock Subject to Possible Redemption [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 6—Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature s s s The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering $ 258,750,000 Less: Fair value of Public Warrants at issuance (14,576,250 ) Offering costs allocated to Class A common stock subject to possible redemption (13,843,436 ) Plus: Accretion on Class A common stock subject to possible redemption amount 28,419,686 Class A common stock subject to possible redemption at December 31, 2021 258,750,000 Increase in redemption value of Class A common stock subject to possible redemption 1,026,847 Class A common stock subject to possible redemption at September 30, 2022 $ 259,776,847 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7—Stockholders’ Deficit On January 4, 2021, the Company’s board of directors adopted resolutions of the Board to ratify, approve and recommend stockholder approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to revise Article IV, thereof in order to effect an increase in the authorized number of shares of the Company’s Class A common stock, par value of $0.0001, from 80,000,000 to 500,000,000, and preferred stock, par value of $0.0001, from 1,000,000 to 5,000,000 (the “Amendment”). Preferred Stock Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the election of directors during such time. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 8—Warrants As of September 30, 2022 and December 31, 2021, the Company had 8,625,000 Public Warrants and 4,783,333 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (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 Founder 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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 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 Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the Reference Value (as defined in the Registration Statement) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a 30-day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and • if and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the Private Placement Warrants are concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock as reported during the ten If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9—Fair Value Measurements The following tables present 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 indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - Mutual fund $ 260,551,856 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ — Working capital loan - related party $ — $ — $ 3,170,000 December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - Mutual fund $ 258,843,444 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,123,750 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 3,396,170 $ — Working capital loan - related party $ — $ — $ 1,951,350 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement when the Public Warrants were separately listed and traded in an active market in February 2021. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement in April 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no transfers to/from Levels 1, 2, and 3 during the nine months ended September 30, 2022. Level 1 assets include an investment in a mutual fund that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, 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 issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a binomial lattice model in a risk-neutral framework. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value. Inherent in a binomial lattice 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 common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer companies’ common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon For the three months ended September 30, 2022 and 2021, the Company recognized a gain on the unaudited condensed statements of operations resulting from a decrease in the fair value of liabilities of approximately $1.3 million and $3.0 million, respectively , , For the nine months ended September 30, 2022, there were no derivative warrant liabilities measured using Level 3 inputs. The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 21,751,250 Transfer of Public Warrants to Level 1 (14,576,250 ) Change in fair value of derivative warrant liabilities (478,330 ) Derivative warrant liabilities at March 31, 2021 $ 6,696,670 Transfer of Private Placement Warrants to Level 2 (6,696,670 ) Derivative warrant liabilities at June 30, 2021 $ — Derivative warrant liabilities at September 30, 2021 $ — For the nine months ended September 30, 2021, there were no working capital loans for related party measured using Level 3 inputs. The change in the fair value of the working capital loan - related party (see Note 4), measured using Level 3 inputs, for the nine months ended September 30, 2022 is summarized as follows: Fair value at December 31, 2021 $ 1,951,350 Fair value of subsequent drawdown of working capital loan - related party 600,000 Change in fair value of working capital loan - related party 48,650 Working capital loan - related party at March 31, 2022 2,600,000 Fair value of subsequent drawdown of working capital loan - related party 570,000 Change in fair value of working capital loan - related party — Working capital loan - related party at June 30, 2022 3,170,000 Change in fair value of working capital loan - related party — Working capital loan - related party at September 30, 2022 $ 3,170,000 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10—Subsequent Events The Company has evaluated subsequent events and transactions that occurred up to the date the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 or December 31, 2021. |
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 are included in income from investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed balance sheets, except for the derivative warrant liabilities and working capital loan - related party (see Note 9). |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices 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. |
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 reassessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering and the fair value of the Private Placement Warrants have been estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of September 30, 2022 and December 31, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2022 and December 31, 2021 is the same as the Public Warrants, which are based on observable listed prices. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current |
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 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, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 20 21, 25,875,000 shares of Class A common stock subject to possible redemption are presented at redemption value 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, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 13,408,333 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the three and nine months ended September 30, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of the shares of Class B common stock that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of common stock: For the Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 1,675,730 $ 418,932 $ 2,126,262 $ 531,565 Denominator: Basic and diluted weighted average common stock outstanding 25,875,000 6,468,750 25,875,000 6,468,750 Basic and diluted net income per common stock $ 0.06 $ 0.06 $ 0.08 $ 0.08 For the Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income - b $ 8,048,174 $ 2,012,044 $ 5,019,477 $ 1,279,391 Allocation of net income - d $ 8,048,174 $ 2,012,044 $ 5,016,548 $ 1,282,320 Denominator: Basic weighted average common stock outstanding 25,875,000 6,468,750 25,306,319 6,450,206 Diluted weighted average common stock outstanding 25,875,000 6,468,750 25,306,319 6,468,750 Basic net income per common stock $ 0.31 $ 0.31 $ 0.20 $ 0.20 Diluted net income per common stock $ 0.31 $ 0.31 $ 0.20 $ 0.20 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2022 and December 31, 2021, the Company had a full valuation allowance against the deferred tax assets. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Net Income Per Share | The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of common stock: For the Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 1,675,730 $ 418,932 $ 2,126,262 $ 531,565 Denominator: Basic and diluted weighted average common stock outstanding 25,875,000 6,468,750 25,875,000 6,468,750 Basic and diluted net income per common stock $ 0.06 $ 0.06 $ 0.08 $ 0.08 For the Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income - b $ 8,048,174 $ 2,012,044 $ 5,019,477 $ 1,279,391 Allocation of net income - d $ 8,048,174 $ 2,012,044 $ 5,016,548 $ 1,282,320 Denominator: Basic weighted average common stock outstanding 25,875,000 6,468,750 25,306,319 6,450,206 Diluted weighted average common stock outstanding 25,875,000 6,468,750 25,306,319 6,468,750 Basic net income per common stock $ 0.31 $ 0.31 $ 0.20 $ 0.20 Diluted net income per common stock $ 0.31 $ 0.31 $ 0.20 $ 0.20 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
ClassA Common Stock Subject to Possible Redemption [Abstract] | |
Summary Of Class A Common Stock Subject to Possible Redemption | The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering $ 258,750,000 Less: Fair value of Public Warrants at issuance (14,576,250 ) Offering costs allocated to Class A common stock subject to possible redemption (13,843,436 ) Plus: Accretion on Class A common stock subject to possible redemption amount 28,419,686 Class A common stock subject to possible redemption at December 31, 2021 258,750,000 Increase in redemption value of Class A common stock subject to possible redemption 1,026,847 Class A common stock subject to possible redemption at September 30, 2022 $ 259,776,847 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | The following tables present 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 indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - Mutual fund $ 260,551,856 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ — Working capital loan - related party $ — $ — $ 3,170,000 December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - Mutual fund $ 258,843,444 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,123,750 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 3,396,170 $ — Working capital loan - related party $ — $ — $ 1,951,350 |
Summary of change in the fair value of the derivative warrant liabilities | For the nine months ended September 30, 2022, there were no derivative warrant liabilities measured using Level 3 inputs. The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 21,751,250 Transfer of Public Warrants to Level 1 (14,576,250 ) Change in fair value of derivative warrant liabilities (478,330 ) Derivative warrant liabilities at March 31, 2021 $ 6,696,670 Transfer of Private Placement Warrants to Level 2 (6,696,670 ) Derivative warrant liabilities at June 30, 2021 $ — Derivative warrant liabilities at September 30, 2021 $ — |
Summary of the Change in the Fair Value of the Working Capital Loan | For the nine months ended September 30, 2021, there were no working capital loans for related party measured using Level 3 inputs. The change in the fair value of the working capital loan - related party (see Note 4), measured using Level 3 inputs, for the nine months ended September 30, 2022 is summarized as follows: Fair value at December 31, 2021 $ 1,951,350 Fair value of subsequent drawdown of working capital loan - related party 600,000 Change in fair value of working capital loan - related party 48,650 Working capital loan - related party at March 31, 2022 2,600,000 Fair value of subsequent drawdown of working capital loan - related party 570,000 Change in fair value of working capital loan - related party — Working capital loan - related party at June 30, 2022 3,170,000 Change in fair value of working capital loan - related party — Working capital loan - related party at September 30, 2022 $ 3,170,000 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jan. 07, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 23, 2022 | |
Proceeds from issuance of initial public offering | $ 0 | $ 258,750,000 | |||
Offering costs | $ 0 | $ 5,464,708 | |||
Shares issued, price per share | $ 10 | ||||
Threshold percentage on fair market value of net assets held in trust account for business combination | 80% | ||||
Threshold percentage on purchase of outstanding voting shares for business combination | 50% | ||||
Net Tangible Assets Required For Business Combination | $ 5,000,001 | ||||
Minimum interest on trust deposits eligible to pay dissolution expenses | $ 100,000 | ||||
Actual amount per public share held in the trust account is less due to reductions in the value of the trust assets | $ 10 | ||||
Working capital | $ 27,000 | ||||
Proceeds from issue of common stock to the sponsor | 25,000 | ||||
Loan proceeds from the sponsor | 80,000 | ||||
Working capital loan - related party | 3,170,000 | $ 1,951,350 | |||
Working Capital Loans [Member] | |||||
Working capital loan cumulative draw down | 3,200,000 | ||||
Working capital loan - related party | $ 3,200,000 | ||||
IPO [Member] | |||||
Stock issued during period shares new issues | 25,875,000 | ||||
Sale of stock, price per share | $ 10 | $ 10 | |||
Proceeds from issuance of initial public offering | $ 258,800,000 | ||||
Common stock value held in trust account | $ 258,800,000 | ||||
Shares issued, price per share | $ 10 | ||||
Restricted investments maturity | 185 days | ||||
Maximum percentage of shares redeemed without prior consent from company | 15% | ||||
Maximum percentage of shares redeemed on non completion of business combination | 100% | ||||
Over-Allotment Option [Member] | |||||
Stock issued during period shares new issues | 3,375,000 | ||||
Sale of stock, price per share | $ 10 | ||||
Proceeds from issuance of initial public offering | $ 258,800,000 | ||||
Offering costs | 14,700,000 | ||||
Deferred underwriting commission | $ 9,100,000 | ||||
Private Placement [Member] | |||||
Sale of stock, price per share | $ 1.5 | ||||
Stock issued during period shares, private placement warrants | 4,783,333 | ||||
Proceeds from issuance of private placement | $ 7,200,000 | ||||
Common Class B [Member] | |||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common Class B [Member] | IPO [Member] | |||||
Stock issued during period shares new issues | 25,875,000 | ||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||
Stock issued during period shares new issues | 3,375,000 | ||||
Common Class A [Member] | |||||
Proceeds from issuance of initial public offering | $ 258,750,000 | ||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
Cash insured with federal depository insurance corporation | $ 250,000 | |
Cash equivalents | $ 0 | $ 0 |
Maturity period of investments held in trust account | 185 days | |
Common Stock Class A [Member] | ||
Accounting Policies [Line Items] | ||
Temporary equity, shares outstanding | 25,875,000 | 25,875,000 |
Private Placement Warrants [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share | 13,408,333 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | 9 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 | |
Basic and diluted net income per common stock: | ||||||||
Allocation of net income - basic | $ 2,094,662 | $ 3,609,500 | $ 4,356,056 | $ 2,657,827 | $ 1,767,963 | $ 1,873,078 | $ 10,060,218 | $ 6,298,868 |
Common Stock Class A [Member] | ||||||||
Basic and diluted net income per common stock: | ||||||||
Allocation of net income | $ 1,675,730 | $ 2,126,262 | ||||||
Allocation of net income - basic | 8,048,174 | 5,019,477 | ||||||
Allocation of net income - diluted | $ 8,048,174 | $ 5,016,548 | ||||||
Basic weighted average common stock outstanding | 25,875,000 | 25,875,000 | 25,875,000 | 25,306,319 | ||||
Diluted weighted average common stock outstanding | 25,875,000 | 25,875,000 | 25,875,000 | 25,306,319 | ||||
Basic net income per common stock | $ 0.06 | $ 0.08 | $ 0.31 | $ 0.2 | ||||
Diluted net income per common stock | $ 0.06 | $ 0.08 | $ 0.31 | $ 0.2 | ||||
Common Stock Class B [Member] | ||||||||
Basic and diluted net income per common stock: | ||||||||
Allocation of net income | $ 418,932 | $ 531,565 | ||||||
Allocation of net income - basic | $ 2,012,044 | $ 1,279,391 | ||||||
Allocation of net income - diluted | $ 2,012,044 | $ 1,282,320 | ||||||
Basic weighted average common stock outstanding | 6,468,750 | 6,468,750 | 6,468,750 | 6,450,206 | ||||
Diluted weighted average common stock outstanding | 6,468,750 | 6,468,750 | 6,468,750 | 6,468,750 | ||||
Basic net income per common stock | $ 0.06 | $ 0.08 | $ 0.31 | $ 0.2 | ||||
Diluted net income per common stock | $ 0.06 | $ 0.08 | $ 0.31 | $ 0.2 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jan. 07, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Initial Public Offering [Line Items] | ||||
Proceeds received from initial public offering, gross | $ 0 | $ 258,750,000 | ||
Deferred underwriting commissions | $ 9,056,250 | $ 9,056,250 | ||
Common Class A [Member] | ||||
Initial Public Offering [Line Items] | ||||
Proceeds received from initial public offering, gross | $ 258,750,000 | |||
Public Warrants [Member] | ||||
Initial Public Offering [Line Items] | ||||
Class of warrant or right, number of securities called by each warrant or right | 1 | |||
Class of warrant or rights exercise price | $ 11.5 | $ 11.5 | ||
Public Warrants [Member] | Common Class A [Member] | ||||
Initial Public Offering [Line Items] | ||||
Common stock conversion basis | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. | |||
IPO [Member] | ||||
Initial Public Offering [Line Items] | ||||
Sale of units in initial public offering, net of derivative warrant liabilities (Shares) | 25,875,000 | |||
Sale of stock, price per share | $ 10 | $ 10 | ||
Proceeds received from initial public offering, gross | $ 258,800,000 | |||
Offering costs | 14,700,000 | |||
Deferred underwriting commissions | $ 9,100,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Line Items] | ||||
Sale of units in initial public offering, net of derivative warrant liabilities (Shares) | 3,375,000 | |||
Sale of stock, price per share | $ 10 | |||
Proceeds received from initial public offering, gross | $ 258,800,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 07, 2021 | Sep. 25, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jan. 04, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Proceeds from issue of common stock to the sponsor | $ 25,000 | |||||||
Related party transaction, amounts of transaction | $ 60,000 | $ 60,000 | 180,000 | $ 180,000 | ||||
Due to Related Parties | 0 | 0 | $ 0 | |||||
Related Party Loan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt face amount | $ 80,000 | 80,000 | ||||||
Working capital loan – related party | 3,200,000 | 2,000,000 | ||||||
Fair value of working capital loan – related party | 3,200,000 | $ 1,950,000 | ||||||
Working Capital Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument conversion amount | $ 1,500,000 | |||||||
Debt conversion price per share | $ 1.5 | $ 1.5 | ||||||
Public Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Exercise price of warrants | $ 11.5 | $ 11.5 | $ 11.5 | |||||
Private Placement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, shares, issued for services | 4,783,333 | |||||||
Sale of stock, price per share | $ 1.5 | |||||||
Proceeds from issuance of private placement | $ 7,200,000 | |||||||
Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding | 6,468,750 | 6,468,750 | 6,468,750 | 6,468,750 | ||||
Sponsor [Member] | Office Space Secretarial And Administrative Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts of transaction | $ 20,000 | |||||||
Sponsor [Member] | Related Party Loan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt face amount | $ 300,000 | |||||||
Founder Shares [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Temporary equity, shares outstanding | 843,750 | |||||||
Common stock shares not subject to forfeiture | 843,750 | |||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of common stock outstanding after IPO | 20% | |||||||
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, shares, issued for services | 5,750,000 | |||||||
Proceeds from issue of common stock to the sponsor | $ 25,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Aug. 16, 2022 | Sep. 30, 2022 | |
Underwriting Agreement [Member] | ||
Underwriters overallotment option granted period | 45 days | |
Stock issued during period shares new issues | 3,375,000 | |
Underwriting discount per unit | $ 0.2 | |
Payments for underwriting expense | $ 5.2 | |
Deferred underwriting fee per unit | $ 0.35 | |
Deferred underwriting fee | $ 9.1 | |
the Inflation Reduction Act of 2022 [Member] | on or after January 1, 2023 | ||
Applicable excise tax rate percentage | 1% | |
Percentage of the fair market value of the shares repurchased at the time of the repurchase representing the excise tax amount | 1% |
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 | 12 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Gross proceeds from Initial Public Offering | $ 0 | $ 258,750,000 | |||||
Fair value of Public Warrants at issuance | $ (1,340,830) | $ (3,012,570) | (9,519,920) | (10,550,990) | |||
Offering costs allocated to Class A common stock subject to possible redemption | 0 | $ (5,464,708) | |||||
Accretion on Class A common stock subject to possible redemption amount | $ 28,419,686 | ||||||
Increase in redemption value of Class A common stock subject to possible redemption | 945,074 | $ 81,773 | |||||
Class A common stock subject to possible redemption | 259,776,847 | 259,776,847 | $ 258,750,000 | ||||
Common Stock Class A [Member] | |||||||
Gross proceeds from Initial Public Offering | 258,750,000 | ||||||
Accretion on Class A common stock subject to possible redemption amount | 28,419,686 | ||||||
Increase in redemption value of Class A common stock subject to possible redemption | 1,026,847 | ||||||
Class A common stock subject to possible redemption | $ 259,776,847 | $ 259,776,847 | 258,750,000 | ||||
Common Stock [Member] | Common Stock Class A [Member] | |||||||
Fair value of Public Warrants at issuance | (14,576,250) | ||||||
Offering costs allocated to Class A common stock subject to possible redemption | $ (13,843,436) |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | Sep. 30, 2022 | Sep. 23, 2022 | Dec. 31, 2021 |
Common Stock, Shares Authorized | 100,000,000 | ||
Common stock per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 25,875,000 | 25,875,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Sep. 30, 2022 | Sep. 23, 2022 | Dec. 31, 2021 | Jan. 04, 2021 |
Class of Stock [Line Items] | ||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, threshold percentage on conversion of shares | 20% | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 25,875,000 | 25,875,000 | ||
Common stock, shares outstanding | 25,875,000 | 25,875,000 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 6,468,750 | 6,468,750 | ||
Common stock, shares outstanding | 6,468,750 | 6,468,750 | 6,468,750 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||
Amended and restated certificate of incorporation [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par or stated value per share | $ 0.0001 | |||
Amended and restated certificate of incorporation [Member] | Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, par or stated value per share | $ 0.0001 | |||
Amended and restated certificate of incorporation [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Increase decerease in preferred stock shares authorized | 5,000,000 | |||
Amended and restated certificate of incorporation [Member] | Maximum [Member] | Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Increase decrease in common stock shares authorized | 500,000,000 | |||
Amended and restated certificate of incorporation [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Increase decerease in preferred stock shares authorized | 1,000,000 | |||
Amended and restated certificate of incorporation [Member] | Minimum [Member] | Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Increase decrease in common stock shares authorized | 80,000,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Jan. 07, 2021 | |
Class of Warrant or Right [Line Items] | |||
Weighted average price of common stock as reported during trading days to meet fair market value criteria | 10 days | ||
Number of warrants will not exercisable during redemption period price per warrant | $ 0.361 | ||
Share Price Equals or Exceeds Eighteen Usd [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share price | 18 | ||
Class of warrants or rights redemption per share | $ 0.01 | ||
Warrant minimum days' for prior written notice of redemption | 30 days | ||
Share Price Equals or Exceeds Ten Usd [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share price | $ 10 | ||
Class of warrants or rights redemption per share | $ 0.1 | ||
Warrant minimum days' for prior written notice of redemption | 30 days | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding | 8,625,000 | 8,625,000 | |
Number of days from which warrants become exercisable after the completion of business combination | 30 days | ||
Number of months from which warrants become exercisable after the completion of business combination | 12 months | ||
Number of business days after the closing of business combination made efforts for sec registration statement | 15 days | ||
Period within which registration statement shall be effective on closure of business combination | 60 days | ||
Class of warrant or rights exercise price | $ 11.5 | $ 11.5 | |
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or rights exercise price | $ 11.5 | ||
Warrant expiration | 5 years | ||
Share price | $ 9.2 | ||
Proceeds from equity proceeds from business combination as a percentage of total equity proceeds | 60% | ||
Number of trading days | 20 days | ||
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Redemption trigger price as a percentage of the newly issued price | 115% | ||
Class of warrants or right redemption trigger price | $ 18 | ||
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Redemption trigger price as a percentage of the newly issued price | 180% | ||
Class of warrants or right redemption trigger price | $ 10 | ||
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding | 4,783,333 | 4,783,333 | |
Threshold period common stock available during the redemption period | 30 days |
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 | |
Fair Value Disclosures [Abstract] | ||||
Fair value, other transfers between levels | $ 0 | |||
Change in fair value of derivative warrant liabilities | $ (1,340,830) | $ (3,012,570) | $ (9,519,920) | $ (10,550,990) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities That are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||||
Working capital loan - related party | $ 3,170,000 | $ 1,951,350 | ||
Level 1 [Member] | Fair Value, Recurring [Member] | ||||
Assets: | ||||
Investments held in Trust Account | 260,551,856 | 258,843,444 | ||
Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||||
Liabilities: | ||||
Derivative warrant liabilities | 0 | 6,123,750 | ||
Level 2 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||||
Liabilities: | ||||
Derivative warrant liabilities | 0 | 3,396,170 | ||
Level 3 [Member] | ||||
Liabilities: | ||||
Derivative warrant liabilities | 3,170,000 | $ 3,170,000 | $ 2,600,000 | |
Level 3 [Member] | Fair Value, Recurring [Member] | ||||
Liabilities: | ||||
Working capital loan - related party | 3,170,000 | 1,951,350 | ||
Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||||
Liabilities: | ||||
Derivative warrant liabilities | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - Level 3 [Member] - Warrant [Member] - USD ($) | 3 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative warrant liabilities, beginning | $ 6,696,670 | $ 0 | |
Issuance of Public and Private Warrants | 21,751,250 | ||
Transfer of Public Warrants to Level 1 | (14,576,250) | ||
Transfer of Private Placement Warrants to Level 2 | (6,696,670) | ||
Change in fair value of derivative warrant liabilities | (478,330) | ||
Derivative warrant liabilities, ending | 0 | 6,696,670 | |
Derivative warrant liabilities, ending | $ 0 | $ 6,696,670 | $ 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Change in the Fair Value of the Working Capital Loan (Detail) - Level 3 [Member] - USD ($) | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Fair value at December 31, 2021 | $ 1,951,350 | ||
Fair value of subsequent drawdown of working capital loan - related party | $ 570,000 | 600,000 | |
Change in fair value of working capital loan - related party | $ 0 | 0 | 48,650 |
Working capital loan - related party | $ 3,170,000 | $ 3,170,000 | $ 2,600,000 |